The Angel Has the Phone Box
by DWDuck
Summary: After a misunderstanding with the TARDIS, the Doctor agrees to help Angel and Co. in some problems at Wolfram & Hart. 2nd in the Doctor's Faith series.
1. Chapter 1

Title: The Angel Has the Phone Box

Author: DWDuck

Pairings: Faith and the Doctor (10th), Wes and Fred

Rating: R

Disclaimer: I do not own any of the rights to BtVS or Doctor Who. Joss Whedon and the BBC do, I'm just playing with their stuff. Some of the dialogue come from the AtS episode "Smile Time".

Author's Note: This is the second story in "The Doctor's Faith" Series. The series starts with "The Doctor's Faith Healing".

**The Angel Has the Phone Box**

The tiny screen on the camcorder came to life and showed Andrew Wells' face as he held the camera at arm's length in front of him. "Welcome my friends. My name is Andrew and I will be your guide and mentor on this wondrous journey through Time and Space, for I am a true Companion of the Last of the Lords of Time. I will take you to places that no human has ever imagined, no demon has ever dared to tread, or any Angel has had the blessing to see. All of this we will see in good time, my friends, in good time; but first I must take you on a tour of the glorious Timecraft, the TARDIS."

The camera swung away and panned around the corridor showing a simple hallway with doors of all different designs along its length. Andrew's voice continued its narration. "While some might see the TARDIS as just another impossibly large structure with infinite rooms that fits inside a 1963 Police Public Call Box (something _WE_ time travelers see every day, let me assure you) it is in fact a home for the Last of the Time Lords, his Companions, and the Lord's mistress, the Dark Slayer herself. Yes my dear friends, you heard me correctly, the Lord of Time and the Dark Slayer, together. Woe be it to any forces of darkness that stand in their way."

"Andrew, what the fuck are you doing?" Faith's voice came from off camera. The camera spun around quickly and showed Faith Lehane standing in the hallway wearing nothing more than her underwear and one of the Doctor's shirts. The shirt was only buttoned half way, showing a generous amount of cleavage.

The camera was still focused on her and Andrew's voice was heard again. This time with his usual nerdy, whine. "I'm making a documentary of our time spent with the Doctor," he said.

"Turn that shit off or I'll tell the Doctor you've been wearing his clothes again," Faith warned.

"It was only that jacket with all the different colored panels. He said I could wear that one," Andrew said.

"Yeah, ok…he did agree with me that was one of his uglier outfits, but I caught you the other day in his tan jacket wearing that ridiculously long scarf. You know how he gets about that scarf, Andrew," Faith said.

"Well it's not fair!" A hand showed on the screen pointing at Faith. "_You're_ wearing his clothes," Andrew pouted.

"Dude…I'm his girlfriend. I'm sleeping with him. You don't have that excuse," she said. Faith cocked her head to one side and then walked up to the camera. She came so close; her cleavage was the only thing on screen. The sound of Faith snapping her fingers could be heard. "Andrew…Andrew…It totally creeps me out when you get all dreamy like that when I mention sleeping with the Doctor," Faith said. The camera tilted wildly on its side and Faith's hand could be seen moving towards the controls. The screen went blank.

**Opening Credits**

The TARDIS passes by in the red stormy Vortex. Names fly by slowly one at a time:

David Tennant

Eliza Dushku

Tom Lenk

The names are followed by a flattened, golden ellipse with the words "Doctor Who" written on it. This flies away to be replaced by the words:

With  
David Boreanaz  
Alexis Denisof / J. August Richards  
Amy Acker / Andy Hallet  
And  
James Marsters

The names fly away and are followed by:

"The Angel Has the Phone Box"  
By DWDuck

**Celestial Board Room**

The Chairman of the Powers That Be sat anxiously at his normal space at the head of the conference table. The room was empty because he wanted a private meeting with the new power that had caused so much upheaval. There was a knock at the door. _"At least she still uses mortal politeness and doesn't just appear in the room like most of the others do,_" he thought. "Come in, Susan," the Chairman said.

The being that had once been Susan Foreman walked into the room. She sat in the chair the other power offered her. Susan made a motion with her hand and a tea service set appeared between her and the Chairman. "Do you take milk or sugar in your tea?" Susan asked as she poured him a cup.

"Just sugar," the Chairman said. "It's things like this," he said waving his hand at the tea service, "that we forget as Powers, civility and manners." He took a sip from his cup and then put it down on the table. A coaster appeared under it right before it touched the surface.

The two powers engaged in small talk over tea and biscuits. They discussed weather patterns in the Vortex, how pretty the new set of nebulas were, and what they were watching on TV. When they were both finished, Susan made another motion with her hand and the dishes disappeared. "So Mr. Chairman, what is it that you wanted to speak with me about?" Susan asked nicely.

The Chairman shifted uncomfortably in his seat. He decided to cut right to the pint. "Susan, several of the others Powers are upset at how you have disrupted the way we have been doing things for eons," he said.

"You are referring, of course, to me letting my grandfather in on some of the little problems you all have accumulated lately," Susan said acidly.

"Yes," the Chairman said. "They feel that we are wise enough to handle these things on our own. They passed a petition, behind my back just so you know, to the Arbitrator forbidding you from passing along anymore situational synopsis to either the Doctor, the TARDIS, or any of his Companions," he said. A piece of paper appeared in his hand and he handed it over to Susan. "The petition was signed by over half of the Powers and therefore the Arbitrator had no choice but to enforce it."

Susan leaned back in her chair and read the document. "As Chairman, you have the power to veto the motion," Susan said.

"I know, but I'm not going to," the Chairman said.

Susan straightened in her chair and then forward. "May I ask why…Sir?" she asked.

The Chairman reminded himself not to be intimidated by the sheer forcefulness of the young Power's personality. "Were you aware that one of Powers has been actively aiding the Senior Partners?" he asked.

"I suspected as much, when Caleb received the vision from an unknown source," Susan said.

"We have, as the mortals say, a mole in our midst. I need your help in finding out who," the Chairman said. "Are you familiar with our operation in LA, the Angel Project?" he asked.

"Somewhat," Susan said. She had spent most of her time researching Buffy and Faith in the hopes that one of them would be right for her grandfather. Faith's connection with the Doctor was more than Susan could have ever hoped for. Once they had become lovers, timestreams that had been closed off to Susan suddenly became open. Susan was shocked to learn at how vital Faith was to the Universe as a whole.

"I believe the mole has been screwing around with that project for a while now. Angel and his friends could definitely use a house call right about now from a certain Doctor," the Chairman said. "That should force the mole to operate more openly and give us a chance to find them, he said. "I trust you will find a way around the restrictions that have been placed on you," he said with a smile. "Thank you for the tea." The Chairman got up from the table and walked out of the room, leaving Susan alone to think.

Susan blew out a deep breath and propped her feet up on the table. She wondered how to get the TARDIS to LA without sending her any information. Susan knew that once there, the TARDIS would use her female intuition and keep the Doctor there until he solved the more serious of Angel's problems. Something about that thought kept nagging at her. She rolled it around her mind, turned it upside down, and finally tried breaking it into its component concepts. When Susan reached "female" her eyes lit up. "_I can't send a request or information regarding Angel to the TARDIS, but it says nothing about convincing the TARDIS to offer my grandfather some dating advice,_" she thought with a wry smile.

**TARDIS**

Faith had put on some clothes and walked into the control room of the TARDIS. She found her boyfriend, the Doctor, leaning on the center console with both hands. He had his "brainy specs" on and appeared to be deep in conversation with the Time Rotor. Faith walked up behind him and leaned against the railing so she could ogle his butt for a while. "What do you mean 'of course I don't get it because I'm a male'? What the hell is that supposed to mean?" the Doctor asked, frustrated.

"And now I'm walking away," Faith said, turning to leave.

"Oh, hello, Faith," the Doctor said cheerily. "We were just talking about you," he said.

"Great…should I even ask?" Faith shaking her head. In last few weeks, she had learned there were a few snags to dating a nearly millennium old alien. For starters, he sometimes just didn't get human behavior, even when she or Andrew spelled it out for him. For others, he kept refusing to maroon Andrew on nearby asteroids.

The Doctor stood up and ran his hand through his usually messy hair. "She seems to think that you need some new clothes. How this is possible when we have a wardrobe the size of a large cargo bay is beyond me," he said, shaking his head.

Smiling, Faith looked at the TARDIS and said, "You're right, Blue, all though it is kinda cool to know that even alien guys don't get it either." The Doctor continued to shake his head, this time at Faith's insisting on giving everyone a nickname. "What did you have in mind?" she asked the Time Rotor.

The Time Rotor flashed brighter for a moment and then went back to normal. "She said I should take you shopping," the Doctor said. "She said there are some very nice boutiques at some place called Rodeo Drive, back on Earth," he said.

"That would be cool, except for the part where you don't carry any money," Faith told the Doctor.

"No, but I have this thing," the Doctor said as he pulled out the credit card the TARDIS had made for him the night he had met Faith. He handed it over to Faith.

Faith took the credit card and looked it over. She laughed at the name on the front and the TARDIS hologram. She looked up at the Time Rotor. "What kind of credit limit does he have?" she asked.

The Doctor watched the flash from the center console and he started to become concerned. "She says I don't have one," he told Faith, weakly.

"You are **SO** taking me shopping," Faith said, wrapping her arms around the Doctor's waist and resting her face against his back. "God, I sounded like B just then," she muttered.

"Did I hear someone mention shopping?" Andrew asked as he entered the control room.

The Doctor looked helplessly at the center console. "Are you positive there isn't a Sontaran battle fleet, rogue Judoon troop ship, or maybe flying space chimps…anything that we should take care of in this sector?" he pleaded with the TARDIS.

"Nope, Doctor. _You_ are taking me shopping," Faith said again. The Doctor reached over and flipped the lever that sent the TARDIS into the Vortex. Their path had already been set by the TARDIS herself, with a few hints on the best shops from her one time lodger, Susan Foreman.

**Beverly Hills**

In a back alley behind one of the posh stores along Rodeo Drive, a sudden wind picked up, tossing some light debris around. A strange wheezing, grinding noise followed by a thump filled the alleyway and was repeated two times. A blue Police Call Box materialized next to a building, while the white light on top of it flashed in time with the odd noise. The doors to the TARDIS opened and the Doctor walked out, followed by Faith.

The Doctor drew in a deep breath. "Ah…here we are back in sunny California," he said. The Doctor got a funny look on his face and then stuck his tongue out several times. "Mind you I wouldn't recommend taking in deep breaths like that very often. The air around here tastes horrible. It's full of all kinds of pollutants, blech. Sorta tastes like a Sontaran's armpit actually," the Doctor said. Faith gave him a disgusted look. "It wasn't like that. He was out of his armor and we wrestling for his gun," he explained. Desperately wanting to change the subject, the Doctor asked, "Tell me again why you asked Andrew to come along with us?"

Faith skipped over to the Doctor and took his hand. "You know, I can count the numbers of times I've actually been shopping for the fun of it on just one hand of a bad wood shop teacher," Faith told the Doctor. "Buffy and some of the girls I met in the joint all said that if I ever got the chance, I should do it right and bring a gay guy with me. They're supposed to be great shoppers. I know it's a stereotype, but Andrew does have better fashion sense than you," Faith teased.

"Oi," the Doctor protested. He let go of Faith's hand to go lock the TARDIS' doors now that Andrew had finally chosen to join them.

Andrew had been walking out of the TARDIS just as Faith mentioned his sexuality. "I'm not gay," Andrew denied.

"Riiiight," Faith said sarcastically.

"_Doctor_," Andrew whined. "Tell Faith that I'm straight," he begged.

The Doctor finished locking the door and put the gold key in his pocket. Faith wore a twin key on a leather strap around her neck. The Doctor looked at Andrew and scrunched up his face. "I hate that about this century. It has such a terrible hang-up on sexual labels. These labels then lead to negative feelings associated with them," he said. The Doctor made an expressive motion with his hands. "Andrew, there is nothing wrong with being, straight, gay, or bi. While I am in a healthy relationship with a woman, some of my past incarnations definitely leaned heavily towards liking men. My last incarnation…well let's just say he flew the TARDIS both directions," he said.

Faith shook her head in shock. "Whoa…you were gay? Which ones? Tell me it wasn't Five. He was too cute, I'll be crushed," Faith said.

The Doctor turned to look at Faith. "That's my point exactly. It doesn't matter which of my past selves was gay, straight, bi, or omni-sexual," the Doctor said. "My true self has remained the same throughout all of my regenerations, my sexual orientation has nothing to do with that," he said.

Faith walked over to the Doctor, pride in her man swelling inside her. She kissed his cheek and said, "You rock. I'm just glad the current model is into chicks."

The Doctor sucked on his teeth, pretending to be thinking deep thoughts. "You know, so am I," he said and then kissed her cheek in reply.

Andrew smiled as he watched the Doctor kiss Faith. The new knowledge that at one time this wonderful man had been gay gave him something to think about. Andrew's smile grew even wider. He was snapped out of his revelry when the Doctor looked at him and asked, "What on Earth are you wearing, Andrew? You look ridiculous."

Andrew looked over his clothes and thought he looked fine. The Doctor had granted him access to the gigantic wardrobe room, although wardrobe cavern might be a better description. The Doctor had told him he could wear whatever he wanted as long as there wasn't a tag with a number on it attached to the item. Faith had explained that the numbers indicated which of the Doctor's past selves had worn that item. Andrew had carefully picked out a tasteful pair of dark slacks, a white dress shirt, and a gray vest. He had topped of the outfit with a bow tie.

The Doctor pointed to Andrew's neck. "Trust me when I tell you this, Andrew. **Bowties** are not cool," he said with conviction.

Faith looked up in the sky and noticed it wasn't as bright as she would have expected. "Hey, Doc, what time is it?" she asked.

The Doctor felt the rotation of the Earth around the Sun and adjusted for the way humans divided their days. "It's about 6 o'clock in morning, why?" he replied.

Faith shook her head, knowing that the shops weren't going to open for at least another three hours. "Looks like you get to treat us to breakfast as well, Doc," she said. Faith grabbed both men by the arms and dragged them out of the alley in search of a good place to eat.

Shortly after the TARDIS crew left, a pack of dog faced demons came walking down the deserted alleys. They were bounty hunters on the prowl for their latest target. Wolfram & Hart had cut down the list of bounties lately and the pickings had become slim. The leader of the group was walking backwards, explaining the plan of attack to his pack.

There is one fatal flaw in any perception filter. One that cannot be overcome by improved hardware or programming. The issue revolves around the basic function of a perception filter. It reaches into a subject's mind and diverts the attention away from whatever a person is trying to hide. Thus, the tiny loophole: a subject must being paying at least _some_ attention to their surroundings for that attention to be diverted. The leader of the dog demons was too busy walking backwards and talking to notice anything around him. His backwards motion was halted very suddenly when his head struck a solid object the other demons hadn't seen.

"Son of my mom," the dog leader swore, rubbing his head. He turned around and looked at the large blue box in the alleyway. That is another problem with a perception filter. Once you know something is there, the filter no longer works.

"You ok, boss?" one of the other demons asked.

"Yeah, just bumped my head on this damned box," the leader said, forcing the other dog demons to _look_ at the TARDIS. The pack backed up and growled at the sudden appearance of the call box in their midst. The fact that it had the word "Police" on it only made them more uncomfortable. The leader watched his pack's reaction and looked at the blue box with new interest. Something about it seemed vaguely familiar. He pulled out his cell-phone and called in to his office. "Hey Rex, I need you to go into the briefing room and grab the Wolfram & Hart Most Wanted Vehicles list for me," he said.

**Wolfram & Hart, LA Branch Office**

Knox was staring in wonder at the blue Call Box that had been delivered to his lab just an hour ago. It had been the find of a lifetime for the bounty hunters. This, _whatever it was_, had been on the hot sheets for over a thousand years. Knox made the assumption that it didn't look like a phone booth a millennium ago. The instructions left in place for when it was captured was to learn as much about it as possible. At first Knox was irritated about wasting his time on a phone booth. That was until he found out that members of his team couldn't see it until he pointed it out to them. After that, things got real interesting.

Knox had tried to open the doors and couldn't get them to budge. His attempt at picking the lock was unsuccessful. After he failed in trying to pry the doors open with a pry bar, he got frustrated and took a swing at the corner of the box. He instantly regretted it, knowing he would be held responsible for any unnecessary damage. Knox cocked his head to the side and looked at where the pry bar had struck. There wasn't a mark. Knox ran his hand over the spot which felt like wood in every detail, but seemed to be harder than steel.

After several tests using every scanning tool he had in the lab, Knox was hyper with excitement. He looked up when he heard the door to the lab open and his boss, Winifred Burkle come in. She had her head down, reading from a stack of reports. Knox nonchalantly pushed the most recent scanner out of the way, wanting to impress Fred with the whole "mysteriously appearing box" thing. "Hey, Fred," Knox called cheerfully.

"Oh…Hi, Knox," Fred said looking up. Her force of will overrode the TARDIS' perception filter. "Why do we have a blue phone booth in our lab?" she asked in her light Southern accent.

Knox was feeling deflated at her seeing the box right away. "It's a special project that has been on the Senior Partner's hot list forever," Knox said. "We're supposed to drop everything and learn as much about it as we can and get inside the thing if at all possible," he told her.

Fred looked at him skeptically. "Ok, sounds like a waste of time. What have you learned so far?" she asked, noticing for the first time the huge amount of equipment surrounding the box.

Knox gave Fred a huge grin. "It's blue," he told her.

"That's it?" Fred said looking closer at the equipment, most of which was still plugged in.

Knox's face lit up and he held his hands up wide in excitement. "Yes, that's it. It's incredible. I've tried to scan it with everything we have in the lab and I get no results, every time," he said. "Here, come watch. I have a high powered ground penetrating radar set up to scan the interior. Watch the screen," he said.

Knox walked over and rolled the large scanner, which had been mounted on its side for this experiment, past the blue box. Fred watched the display as the various colored lines showed on the screen, representing the density of objects in the path of the scan. When it reached the phone booth, a blank outline appeared, perfectly silhouetting the object. Fred tried to figure out what could absorb that much radiation and not send even a trace of it back.

Knox shut of the device and yelled over to Fred. "That happens with every type of scan we try," he said. "It's so weird," Knox said, tapping on the blue wood like surface. "I can feel it… I can see it, but the equipment says that it isn't really here," he said glowing.

They were interrupted by an intern who handed Fred a folder. Fred opened it up and frowned. She flipped through the first several pages and then started reading the first page more carefully.

"What you got there, boss?" Knox asked.

Fred continued reading and handed the pages she was done with over to Knox. "Mini epidemic here in L.A. 11 children between the ages of 5 and 8 hospitalized due to collapse over the last 3 weeks," she said. "None of them have woken up. I'm working under the assumption that this thing is mystical in nature," Fred told him.

Knox looked at the pictures Fred had given at him. The smiles on the children's faces really creeped him out. He tried a bit of levity. "Could be the Joker," he said.

Fred looked over the top of the folder at him, not happy with the joke.

"You know…from the comics. Sorry, I was just trying to think outside of the box," Knox said. He looked over at the enigmatic blue box the for some reason had the words "Police Public Call Box" on the top. "Of course, I've been working outside the box all morning," he said with a sigh.

**Beverly Hills**

Faith led the procession with the Doctor and Andrew trailing behind her, carrying packages and bags. The Doctor looked over at Andrew and whispered., "I just knew there was a reason I stayed out of a relationship for so long. It was my survival instinct warning me away from…this."

Faith turned around and took some of the heavier packages (the ones that held swords and some other nasty weapons she had sneaked into her shopping spree when the Doctor wasn't looking) and showed that she could carry a lot more than either of the two men. "Are you guys done whining, I want to drop these off at the TADIS, go get some lunch, and get right back at it," Faith said. The Doctor groaned. "And since we are in the wrong alley, we still have a ways to walk," she said.

The Doctor dropped what he was carrying and walked around in a circle, running his hand through his hair. "What? What?" was all he could say.

"Doc," Faith said, putting her hand on his arm to calm him down.

He snapped his head down to look at her. "Someone has nicked my TARDIS. This is why I don't come to the US. Vehicles getting bloody stolen left and right," the Doctor swore.

Faith dropped her packages and looked at the alley closer. He was right, this was the alley they had landed in. Faith gave the Doctor a little smile and held his hand to try and keep him calm. "It's going to be ok, Doc. I know a really good detective here in LA, and he owes me a couple of favors," she said.

**Wolfram &Hart, LA Branch Office**

Angel sat behind his desk and looked up at Gunn and Wesley. He was trying to have two discussions at the same time. Wes was trying to convince him that Nina was sending him "signals" and Gunn was upset about a phone booth that had been brought into the building. Angel sighed. "Ok, Wes, you go first," he said.

"This isn't just from me, Angel. This comes from people who know. This comes from the ladies," Wes said suggestively.

"Ladies…what ladies?" Angel asked in surprise.

Wes took on a thoughtful look. "Well, there's Fred, Harmony… the girls in transcription…the slime mold down in the records room. You know, up until recently, I had always thought it was androgynous," Wesley said. "Even though she may not have two neurons to rub together, Harmony might have point when she asked, 'Why else would a chick who's coming to spend 3 nights in a jail cell dress like it's her first date?'," he said.

"Crap," Angel said, putting his head in his hands. "What have got for me, Gunn?" Angel asked.

"Earlier this morning a pack of dog demon bounty hunters brought in a vintage 1963 London Police Public Call Box. I nearly had them thrown out of the building until a computer check showed that the thing had been on Wolfram & Hart's wanted list for nearly a thousand years," Gunn said. "You know what's really weird? The first description of it, a thousand years ago, matches what it looks like now," he said.

Angel wasn't hooked yet. "So…we have a really old phone booth in the building, what's the big deal?" he asked.

Gunn sighed, he was having a hard time keeping the list of bad guys who wanted a piece of the thing straight in his head. Lately he seemed to be losing track of a lot of things. "The list of bad guys who want a piece of this thing is really long. My guess is who ever owns this thing has been pissing off Wolfram & Hart clients for a very long time," Gunn said. "The enemy of my enemy…," he suggested.

Before Angel could say anything, Fred walked into the room holding a stack of files. Angel noticed how Wes perked up and smiled her, while Gunn still looked depressed whenever they were in the same room.

"Hey, guys. I—I think I have a case," Fred said.

"Thank god," Angel muttered under his breath. "What do you have for us?" he asked.

Angel's intercom beeped. Harmony's voice came over the speaker. "Boss, there are some people here to speak with you," she said.

"Do they have an appointment?" Angel asked tersely.

"No, but…" Harmony tried to say as Angel pushed the button to close the connection.

"You were saying, Fred?" Angel asked.

"Children's epidemic. 7 kids, comatose, each with a semi-rictus of the facial muscles. I haven't been able to isolate a causative agent," Fred said as she handed the files to Angel.

"Do you think it might by mystical?" Wesley asked.

The intercom beeped again. "Boss…I really think you should talk these people. You see one of them is…" Harmony said before Angel interrupted her.

"I don't care what level of hell they came from, I'm busy. Tell them to make an appointment," he said. He pressed the button again.

Wesley was about to ask another question when the glass wall to Angel's office shattered and Harmony went flying across the room to land against the far wall. Faith Lehane stepped through the hole she made. She was followed by a short blonde man and a tall brown haired guy wearing a brown striped suit and red converse sneakers.

"Was that really necessary, Faith?" the taller man asked in what sounded like a British accent.

"Of course it wasn't. I just did it because I like throwing vampires through walls," Faith said honestly.

"Oh…vampire? In that case, carry on," the man said.

"Faith?" was all Wesley was able to get out.

"Hey Wes, nice digs," Faith told Wesley, nodding her head in appreciation.

"What…what are you doing here?" Wesley asked.

"Someone stole our ride and we thought we would ask you guys for help in finding out who did it and where they took it," she said. Faith took a step back and took the Doctor's hand, getting a raised eyebrow out of Wesley. "While I was here, I thought I would introduce to guys to my boyfriend, the Doctor," Faith said proudly.

Wesley stepped forward and offered his hand. The Doctor shook it. "Wesley Wyndam-Pryce," Wesley said, cordially. "I used to be Faith's Watcher," he said. At the mention of Watcher, the Doctor wiped his hand on his jacket. Wesley smiled at the reaction. "I feel the same way about the wankers. I left on bad terms," he said.

"Oh, in that case," the Doctor said and offered his hand again. Wesley took it and shook the Doctors hand for a second time.

"Winifred Burkle, but most people just call me Fred," Fred said, offering her hand.

The Doctor shook her hand as well. "Really? Giles' girlfriend goes by Winnie," the Doctor observed.

Wesley blinked several times. He wasn't sure at what shocked him more. The fact that Giles had a girlfriend or the fact that her name was Winifred as well.

Gunn nodded his head, realizing it was his turn. He reached over and took the Doctor's hand, shaking it. "Charles Gunn, but people call me Gunn," he said.

"Sorry, but I can't do that," the Doctor said. "Hate the things,' he explained. "We'll stick with Charles," the Doctor said with a smile.

Faith watched as the Doctor turned to look at Angel. His normally friendly, slightly manic expression fled. It was replaced by the one he wore when he was about to tell a Big Bad that he was going to kick their ass half way through the Vortex. He had worn it the night they met. The night he confronted the First Evil in Buffy's living room. Faith could have sworn the temperature in the room dropped by several degrees. "Oh shit," Faith swore.

"Hello, Angelus," the Doctor said coolly.


	2. Chapter 2

**The Angel Has the Phone Box  
Chapter2**

Wolfram & Hart, LA Branch Office

"Hello, Angelus," the Doctor said coolly.

Wesley made a polite fake cough. He plastered a large, equally fake smile on his face. "Uh…well then…Angel, I'm just going to head out and get to work on that…thing…I told you about," Wesley said, lamely. "Fred and Gunn said they were going to help me with it today, soooo…we'll be off," he said, trying to sound cheerful.

"Huh?" Gunn asked, since Wesley had never asked him to work on a project that day.

"We're leaving now," Wesley said through clenched teeth, keeping his fake smile in place. He backed out of the room, careful not to turn his back on either Angel or the Doctor. Fred and Gunn took the hint and followed Wesley out of Angel's office and into the lobby, dragging Harmony between them.

They dropped Harmony off (quite literally) at her desk and made their way to the other side of the large lobby so they could be out of earshot of Angel. "What's up with the turn tail and run routine?" Gunn asked. "I'm pretty sure Angel can take Faith and that skinny guy wouldn't even be an afterthought for the boss. As for the little, blonde dude; I think I saw a troop of Girl Scouts on my way in who might need someone to intimidate," Gunn assessed.

"Don't be so certain, about the Doctor I mean; I think you're instincts are spot on about the blonde one," Wesley said. He looked at Gunn in irritation. "Didn't you read the after incident report on the fall of Sunnydale I sent you last month?" Wesley asked.

Gunn had in fact read it, but for some reason his improved brain was having difficulty pulling up any relevant facts from the lengthy report. "I was busy that day, it must have gotten mixed in with another file," Gunn lied.

Wesley shook his head. "Rupert Giles spent quite a bit of time authoring that report," he said. "Not to mention what it took for me to get it smuggled away from the New IWC and into this building," Wesley complained. He leaned past Gunn to make sure the rest of Angel's office was still standing. "All right, quick summary. The First Evil had the primary Slayer on the ropes. Faith went there to help her. The Doctor, I'm assuming that's him in the office, arrived out of nowhere and gave his assistance. Giles was purposefully murky on some points but I believe that the Doctor was single handedly responsible for the Sunnydale crater," Wesley said.

Fred's eyes grew wide. She and Gunn turned around to look through the Harmony sized hole in Angel's wall. Andrew saw them and waved. They managed weak smiles and waved back. Fred and Gunn turned back to Wesley.

"So what exactly are we talking about? Is the dude human, or is Faith into dead wood like Buffy?" Gunn asked. Wesley snickered, but Fred hit Gunn on the arm, not amused at his necro-sexist joke.

"I'm not really sure. If I were to hazard a guess, I would say not human in the slightest," Wesley said. This was met with frowns from the other two. "After reading the report, the use of the term 'Doctor' reminded me of something I have been running across while doing research for the Sanshu Prophecy," he said. "I have been cross referencing the Sanshu Prophecy against other ancient prophecies, especially apocalyptical ones," Wesley explained. "I kept coming across highly detailed and accurate prophecies that should have come about. Each one was stopped by what the locals describe as some sort of holy man. They referred to their savior as either the Healer, the Shaman, or the Medicine-Man," Wesley said. "At first I thought nothing about it. Then I read Giles' report," he said.

Fred snapped her fingers, her genius mind making the leap that took Wesley weeks to find. "All of those names are the primitive equivalent of 'the Doctor'," Fred said.

"I believe so, yes," Wesley said.

Gunn started to look worried. "Would you say this cat is the type to piss off a whole bunch of bad guys?" he asked.

"I'm sure he is. From what I have been able to find, there are scattered references to him throughout all of our recorded history," Wesley said.

"Enough bad guys to ask Wolfram & Hart to file a lean on his ride?" Gunn asked sheepishly.

"Oh my," Wesley said, catching the drift of Gunn's questions. "I don't think _we_ have much to worry about. Giles report said the Doctor seems to have quite a fondness for humans," he said, trying to reassure Gunn.

Gunn swallowed hard. "Yeah, but isn't he shacking up with Faith Lehane?" he asked.

A flash of fear went across Wesley's face before he regained his composure. "Oh dear," was all he said.

"No, I think Faith said it best," Gunn said. "Oh…shit."

Angel looked at the skinny man standing with Faith and tried to remember when he could have possibly pissed the guy off. One of the unfortunate side effects of the gypsy spell was a perfect memory of his time spent as Angelus and he didn't recall ever seeing the Doctor before. He had met someone else by that title, but he looked totally different. Angel closed his eyes and inhaled deeply. He sorted through the various scents wafting through the room. The first scent he smelled was one he recognized, the sweet yet musky scent of Faith. There was a slight change to her scent, but Angel couldn't quite put his finger on what it was. He pushed her scent aside and sifted through the others until he came across one he hadn't smelled in a very long time. This man had changed his body and face, but his blood scent had remained the same. "_This is going to be awkward,_" Angel thought.

Faith stepped in between the Doctor and Angel. She put her hand on the Doctor's chest, blocking him from coming any closer to the desk. "Someone better tell me soon why my boyfriend wants to kill my best friend or I'm going to kick both your asses," Faith warned.

The Doctor's shoulders relaxed a little. "_This is Angel_? The other vampire with a soul?" he asked. "You could have mentioned that he used to be called Angelus," the Doctor complained.

"Yeah, this is Angel, and sorry…it never occurred to me," Faith said. "Sometimes I forget my boyfriend is pushing a thousand and has probably had a pissing match with every bad guy in history," she said sarcastically.

The Doctor looked hurt. "Not everyone, just the really, really evil ones," he said, looking squarely at Angel.

"I would say I'm sorry, but I have learned that words don't cover it," Angel said. "All I can do is try to make up for the things that I did as Angelus and try to balance the scales," he said.

"I still don't hear what happened between you guys," Faith warned, cracking her knuckles.

"I stole a demon egg from him and then tried to kill his friend Rose," Angel told her. At the mention of Rose, Faith tensed up. She knew this couldn't end well.

"It was an alien egg," the Doctor corrected him.

"Really?" Angel asked. The Doctor nodded.

**Frankfurt, 1893**

Angelus laughed as he dashed through the tunnels under the Cathedral. The tall brown haired wizard with the strange silver wand was getting closer. Angelus now understood why his instincts yelled at him and called this man a hunter. He had been giving him a merry chase all about Frankfurt, but now their fun was coming to an end. The bloke who sounded like he could have come from a neighboring village was going to have to make a choice very, very soon. Angelus loved this part.

Throwing the door open to the bell tower, Angelus burst into the lower most section and began climbing the stairs, careful to keep the strange egg he had stolen from the wizard away from the edge. When Angelus reached the very top of the tower, he checked on his prisoner, who was gagged and suspended by her wrist from the beams holding the bells. Her feet dangled in the air above the sheer drop that would lead to the door he had entered from. The fall would most certainly be fatal. Her strange clothes were dirty from being dragged up the stairs, and her blonde hair was messy from where he had grabbed it to threaten her. Angelus didn't need any information from her, he just like the thrill of watching people in fear. Thus the reason for the gag. Instead of cowering in fear like most women, this blonde ball of fire had tried to bite him, spit on him, and had called him names he was unfamiliar with but fairly certain were rude.

Angelus poked the blonde woman. "Are we awake, love?" he asked in his thick brogue. She glared at him. "Ah…that's good now. You see your wizard friend laid me by the heels and will be here shortly," Angelus said. "When he gets here, he gets to make a choice. Does he chose to get his precious egg back, like any good sorcerer would do, or does he try and save the life of his pretty blonde assistant?" he asked.

"Rose…Rose, is that you?" the Doctor yelled from midway up the tower.

"He's got good eyes. He sees you dangling up here, like a goose ready for draining," Angelus said. "We're up here! Don't dawdle," Angelus yelled down the tower. He spoke in a normal tone to Rose. "I know he heard us; with ears like his, he had to have," he joked. Angelus prepared himself for the other man's arrival and took out a knife. He held it to the ropes supporting the woman.

The Doctor rounded the final flight stairs and slid to a stop when he saw Angelus holding the knife to the ropes. "Put your wand back in your jacket, or the pretty one has sudden aspirations of becoming a bird," Angelus said. "And by the way, that is a lovely jacket. I've always fancied black leather. I'll have to get one just like that someday," he complemented the Doctor.

The Doctor slowly put his sonic screwdriver back in jacket pocket. "You don't know what you're dealing with. That egg is very dangerous," he warned, his accent sounding like he came from the North end of the British Isle.

"I sort of assumed so. You see a wizard and his assistant break into a Cathedral with his wand and steal a relic shaped like an egg, one doesn't suppose he's going to be making an omelet out of it, now does one?" Angelus asked.

"It's going to hatch soon and imprint on the first creature it links minds with. If that creature is evil, the Rathruhn within will grow and destroy entire cities," the Doctor said.

"Now you see, that sounds like my idea of nice way to spend the cold winter months," Angelus said. "But where are my manners, I forgot to introduce myself, I am…Angelus," Angelus said waiting for the gasp of terror his name usually brought about in these parts.

"Hello, Angelus. I'm the Doctor and that's Rose, now give me back the egg and let her go," the Doctor said sternly.

Angelus was a bit peeved that his name didn't even seem to ring a bell with the wizard. "_The bastard's so high and mighty he won't even give me his name, will he, only his title. Well, we'll just see how he likes losing both things he came to Frankfurt with,_" Angelus thought. "It's too bad I have to splatter this pretty Rose of yours all over the floor below. I do so love blondes," he said. "Oh well," Angelus said as he cut through the rope. As soon as the knife was through the rope, Angelus turned and ran through the door that led to outside wall that connected with the nunnery. Angelus thought he might celebrate with a snack, and nuns were his favorite after midnight meal.

Rose screamed as she fell. The Doctor dove onto the floor and reached out his hand, but missed hers by mere inches. Rose was saved instead by a hooded figured wearing a white mask that swung over the chasm on a rope and grabbed her as she fell. The masked man put her down on the stairs gently. Rose looked up at him and looked into the piercing blue eyes beneath the mask.

"Who are you?" Rose asked.

The hooded man shook his finger at her. He spoke in a very low voice, obviously masking his normal speaking tone. "A friend you have yet to meet," he said cryptically. The Doctor running down the stairs drew his attention. He stood to swing back across the tower.

"What should I call you?" Rose asked.

"I am the Immortal," he said. The masked and hooded man bowed low to Rose. "Until I meet you for the first time, Rose Tyler," he said as he swung across. The Immortal ran to an open door, making sure the Doctor couldn't see him.

Rose ran through the grammar the Immortal had used and couldn't figure out what he was trying to say. She stopped thinking about the Immortal when the Doctor reached her and gave her a hug.

"Rose, I was so scared," the Doctor admitted. "Let's get you back to the TARDIS and we can figure out what to do about the egg from there," he said soothingly.

The Doctor helped Rose down the tower and they made their way to the TARDIS on the streets of Frankfurt rather than under them like the Doctor had started out. They stopped at a tavern for a breakfast that the Doctor overpaid for with a lump of gold he found in his extra large pocket in his jacket. When they finally made it back to the TARDIS, they found the Rathruhn egg leaning against the doors. There was blood on it and a note stuck underneath it. The note was written in elegant English handwriting:  
_Doctor and Rose,  
I believe this belongs to you.  
Forever Your Servant,  
The Immortal  
P.S. Angelus won't be bothering anyone for at least a week or so. _

**Wolfram & Hart, LA Branch Office**

"Rose? As in the one that got away Rose?" Faith asked the Doctor.

The Doctor squirmed a bit before answering. "Yes, that Rose," he said. Faith stepped closer and gave him a hug to let him know she wasn't going anywhere. Angel was shocked to see the public display of genuine love from Faith. When Faith let go of the hug, the Doctor smiled and then started laughing when he looked closer at Angel.

"What's so funny?" Angel said defensively.

The Doctor pointed to the black leather jacket Angel was wearing. "You finally found one, I see," the Doctor said.

Angel matched the Doctor's smile. "Took me over a hundred years and having a soul forced on me, but yeah, I found one," Angel said. "Doctor, it's not every day that I get the chance to make it up to someone I screwed in the 19th century. What I can I do to make up for things?" Angel said.

"Well…We do need help finding our ride," Faith said.

"Done," Angel said. He looked through the hole in the wall and made eye contact with Wesley and Gunn. He motioned for them to come into his office. "I'll get Wesley and Gunn on it right away," he said.

The Doctor was looking down at Angel's desk at the open files on the children with the frozen smiles. He pointed to the files and asked, "May I?" Angel nodded. The Doctor picked up the files and quickly flipped through them, memorizing everything they contained. "Is this something you are working on?" he asked Angel, handing back the files.

"Yes, Fred gave it to me right before you knocked a hole through my wall," Angel said.

Faith managed to look a little bit ashamed. "Hey, sorry about that, Angel," she said. "I just didn't feel like waiting for you to clear your schedule," she said.

"Don't mention it," Angel told her. "Somebody or something is getting thrown that wall so often that we have a room full of panels for it in the basement. It will be repaired by the end of the night," he said.

"Cool," Faith said. She couldn't resist a little jab at Angel, just to get his goat. "You guys are almost as good at replacing windows as Xander," she said. At the mention of Xander's name, Angel clenched his teeth. There had never been any love lost between the two of them. Angel picked up the files on the kids and looked them over a second time as Wesley, Gunn, and Fred came into the room.

"Wes…Gunn I want you to help them find out what happened to their vehicle," Angel ordered.

"Faith, would you mind taking charge of that? I think I might be of more help on this problem with the children," the Doctor asked.

Faith kissed the Doctor's cheek. "That's my spaceman, always looking out for the humans, especially the little ones," she said. "I'll take Andrew so he won't be in your hair," Faith offered. The Doctor squeezed her hand and mouthed "thank you".

As Faith followed Wes and Gunn out of the room she was describing what the TARDIS looked like. Wesley followed up each of her descriptors with a "do tell" or "fascinating". Gunn didn't add anything to the conversation. He was trying to come up with a way of telling Faith their stolen phone booth was in the lab below them; without getting most of his major bones broken.

"Doctor, Fred was the one who brought this case to my attention," Angel said.

"What have you learned so far? Anything in common?" the Doctor asked.

"No, not really," Fred said. "I ran their blood and tissues samples and came up with nothing at the cellular and sub-cellular levels," she told him.

"Huh…TV…" Angel said, flipping through the files once again.

"What?" Fred asked.

Angel pointed to the files. "Look at the times the parents reported finding their kids that way," he said. "They were all found between 7:00 AM and 7:30 AM in front of the TV," Angel said out.

"Huh. There could be something there, but I'd still like to get a handle on the pathology, just in case it's viral or something like that," Fred said. "We don't want another hoard of Barney zombies like last year," she reminded him. Angel shuddered at the memory.

"Sounds good," Angel said. "I'll call Lorne and have him help me look into the TV angle," Angel said. He looked up at the Doctor.

"I want to ask this Lorne fellow some questions as well," the Doctor said. "I think you might be on to something, Angel."

Half an hour later, Lorne was sitting on the edge of the conference table flipping through programming charts. "Oh, the signals are there, jefe, loud and clear. Nina definitely wants a piece of Angel cake," he said.

"Who's Nina?" the Doctor asked.

Lorne spoke before Angel could shush him. "She's a werewolf that comes here during the full moon cycle so she doesn't hurt anyone. We lock her up for three days a month," Lorne said. "She also has the major hots for a certain tall, dark, and brooding," he said.

"Werewolf…really? Is she a member of the British Royal Family?' the Doctor asked.

Lorne put down the charts he was leafing through and stared at the Doctor. "No she isn't, gorgeous, but you now have my undivided attention. You can't just drop a bomb like that and leave the obvious question unanswered," Lorne said.

"Technically, they all are," the Doctor said. "It's part of their genetic makeup, but I swore to keep who the full blown werewolf was a secret until he came out, so to speak," he said.

"Hey guys, can we focus," Angel said.

"Sorry, babycakes," Lorne said. He went back to the charts. "Huh...you guys said 7:00 to 7:30Am, right?" Lorne asked.

"Yes, that seems to be the time when the children have their attacks," the Doctor confirmed.

"That's weird…it would almost be funny if it weren't…nah…that's too obvious," Lorne said.

"What is too obvious?" Angel asked.

Lorne flipped the chart over and pointed to the correct time slot. Highlighted in red was the show "Smile Time".

"Want to go take a look, Doctor?" Angel asked.

"Absolutely," the Doctor replied. "Unfortunately, you are going to have to drive," he said.

Moments after Angel and the Doctor got into the elevator and dropped down to the parking garage, Charles Gunn went sailing through the doorway to his office. It would have hurt a lot less if his door hadn't been shut at the time. Everyone in the lobby stopped doing what they were doing for a second time that morning as Faith Lehane shouted at the top of her lungs. "What the fuck do you mean you had it the entire time?" she screamed.


	3. Chapter 3

Author's note: Much of the dialogue is taken from the Angel episode, "Smile Time".  
**Chapter 3**

KTCE Studios, LA

Angel pulled his black convertible into the parking lot of the KTCE studios. He had decided to drive his old car since they would only be out at night and so wouldn't need the use of the special Wolfram & Hart sunlight filtering glass his other cars employed. Angel looked over at his passenger who had been thrilled with the decision. The doctor said he loved driving with the top down so he could see the stars at night. Angel didn't bother to tell him that in LA, at night, the only stars you could see were B and C list ones that you happened to pass on the street.

"How do stand the smell of this city?" the Doctor asked in disgust.

"I don't breathe," Angel answered truthfully.

"No, seriously. How do you…oh wait…you're a vampire, you don't have to breathe," the Doctor said, finally comprehending.

"Trust me it helps. I can remember when the air still smelled sweet on this coast," Angel said wistfully. They got out of the car and walked to a door marked, "No Visitors – Closed Set". The Doctor tried the door and found it was locked. He pulled out his sonic screwdriver from his pocket at aimed it at the door.

"Still have your silver wand, I see," Angel noted.

"It's a sonic screwdriver," the Doctor said and prepared himself for the inevitable question.

"Sonic screw? Are those the ones with the funky star shaped heads?" Angel asked.

"What?" the Doctor spluttered. He was so shocked by the question; he forgot to activate the sonic screwdriver. Angel smiled at him and used his vampire strength to rip the door open. "Or…we could just do that," the Doctor said. The two heroes walked into the building.

While they were walking down the hallway towards the office, Angel suddenly pressed the Doctor flat against the wall. He put his fingers to his lips in a signal to remain quiet. They hid in the shadows as best they could as an old janitor shuffled past, pushing a wheeled trash bin. He passed within a foot of the Doctor and should have seen him. The Doctor and Angel stood away from the wall and approached the janitor. Angel waved his hand in front of the old man's face and got no reaction. "Weird," Angel said and then moved back down the hallway.

When the Doctor tried the door to the office, he found this one was unlocked. He was disappointed. He really wanted to show off his sonic screwdriver and prove that it wasn't for those silly star shaped screws. The Doctor opened the door and held it for Angel to enter.

Inside the office were rows of filling cabinets, a large conference table, and a desk on the far wall. Filling up much of the free space on the floor were props and marketing banners for "Smile Time". Angel cocked his head, listening to something. "Hey, Doc. Do you hear that?" Angel asked.

The Doctor closed his eyes for a moment and focused on his hearing. "That low vibration?" the Doctor asked. "It doesn't sound quite right for a TV studio, does it?" he said.

"I think it's coming from that direction," Angel said and pointed to a wall covered by filing cabinets.

The Doctor flicked up his sonic screwdriver and ran through some of the settings, watching and listening for the feedback. "The vibrations are strongest coming from that far filing cabinet," he said and pointed with the screwdriver. "You know, this is one of the few times I've ever actually used my _sonic_ screwdriver to measure something, well…sonic," the Doctor admitted.

Angel shook his head and said, "Sure, Doc, whatever you say." He looked at the filing cabinet in question and did notice that the sound was a little louder over here. On a hunch, Angel tried pulling the filing cabinet away from the wall. The filing cabinet slid forward easily and then pivoted away from the others. Behind it was a concealed passage way. Angel bowed and motioned the Doctor into the passage way. "After you," he said politely.

As the Doctor and Angel went into the passage, a TV screen on the desk turned itself on. On the screen was a black and white image of a woman's face. She turned as if she was watching them go, her eyes tracking their motions in real time. "I've waited 51 years for this, Doctor," the face said. She smiled and then the screen went blank.

The low rumbling became louder as they made their way down the dimly lit passage. Angel had switched places with the Doctor, his eyes needing less light to see well. At the end of the passage was door with a single word written in large block letters, "**DON'T**".

"I don't know about you, but I've always taken those signs as open invitations," the Doctor said with a mischievous smile.

Angel smiled back at him. "Sort of...I've always thought those type of signs meant, 'Please break my door'," he said. Angel kicked the door and broke it off its hinges. The door fell flat in front of a man sitting in a chair. He had a towel draped over his head obscuring his face. His arms rested on his knees with his hands twitching slightly.

Angel looked around the room, taking everything in while the Doctor went to examine the man in the chair. The most obvious feature of the room was the large, metallic, egg shaped "thing" hanging above the man. The rest of the stuff seemed pretty trivial in comparison, like the stacks of empty, dusty boxes piled up near him and the Doctor.

The sitting man's hands started to twitch more violently. "You shouldn't…be here," he groaned. Angel bent down to get closer to the man, in case he spoke again. While the Doctor and Angel's attentions were directed at the sitting man, a slit appeared in the egg above them. It widened, revealing glowing energy inside. The rumbling increased and the slit widened even more until it resembled a smile. Twin bolts of energy lanced out from the egg, striking Angel and the Doctor. The force of the blast threw them into the pile of boxes, collapsing it on top of them. The egg closed itself and the rumbling went back to its regular low pitch. The man with the towel over his head stopped twitching.

Two pairs of felt hands reached out from beneath the boxes and started digging their way out. The final box keeping Angel and the Doctor from seeing each other was tossed aside and the two heroes took a second to look at the other.

"Aaaahhh!" Angel screamed, completely freaked out. He threw his arms out wide.

"Aaaahhh!" the Doctor replied, equally freaked out; partially by Angel's scream. He mirrored Angel's motions and threw his arms out in terror.

"Aaaahhh!" Angel screamed, again.

"Aaaahhh!" the Doctor replied, for a second time.

Angel squared his shoulders and put his arms down. "Are we done yet?" he asked sourly.

"Nope," the Doctor said. He put his arms down. "I think I've still got one left in me. Do you mind?" he asked politely.

"Oh, not at all, Doctor," Angel replied with equal, genuine politeness.

"Thank you," the Doctor said. "Aaaahhh!" he screamed, throwing his arms up in terror again. "Now that I have that out of my system and judging from your reactions; I would have to guess that I'm also a puppet as well, no?" the Doctor asked.

Angel nodded. "Yep, you're a puppet. A really grumpy looking one at that," Angel confirmed.

"You don't look so happy yourself, Mr. Brooding vampire," the Doctor pointed out. Both puppets had dour expressions. They were also covered in dust from the unused boxes.

Angel held up his hands, turning them over, looking at them. "Damn!" Angel swore, meaning it.

The California State Trooper was nearing the end of his shift when he saw what looked like an obvious DUI ahead of him. The classic black convertible was drifting in and out of its lane. The jerky acceleration and braking were also great clues that the driver was heavily intoxicated. The Trooper called in his location to the dispatcher and activated his emergency lights.

"Oh crap!" Angel swore. "Doctor, hit the brakes…slowly this time. We're getting pulled over," Angel said.

"Well, if you could keep us going in a straight line, this probably wouldn't be happening," the Doctor complained from down near the pedals. He pushed slowly on the brake pedal.

Angel wrestled with the relatively giant wheel and got them over to the side, running up over the curb. "If you were smoother on the pedals, I wouldn't have such a hard time steering," Angel shot back. When the car finally came to rest, Angel looked down at the Doctor. He noticed how close the Doctor's head was to certain parts of his own body. "Doctor, get up here, quick! We don't want the cop thinking anything weird is going on with us," Angel said. The Doctor ignored the obvious absurdity of the statement, but hopped up onto the seat next to Angel anyway.

The Trooper cautiously approached the driver's side window. He had seen some kind of movement in the driver's seat area after the car had stopped which was a signal of potential danger. When the Trooper finally reached the driver's door, he stopped and stared at the occupants. Shining his flashlight into the car showed him a puppet wearing a black leather duster was sitting in the driver's seat and one wearing a brown trench coat was in the passenger seat. The puppet in the passenger seat was drumming his fingers on the armrest of his door. The puppet in brown turned its head towards the Trooper and asked with a British accent, "Nice night we're having, isn't it?"

The other puppet turned its head to look at the passenger and whispered, "Quiet, Doctor. I'll handle this." The puppet in the driver's seat turned to face the Trooper, leaned its arm out the window, and asked in a charming voice, "Is there a problem, Officer?"

The Trooper shone his flashlight in the back seat and then on the front floorboards. There was no sign of any one operating the puppets. The Trooper couldn't think of anything to say to two animated puppets that couldn't drive worth a damn. He then thought about how to write the brief narrative required on the back of the ticket. The Trooper made a decision based on years worth of street experience. He keyed up the mic attached to his shirt and called into his dispatcher again. "Unit 221 back in service, traffic stop was in error," he said. The Trooper spun on his heels and walked back to his cruiser, not saying a word to either puppet. On the way back to his car, he keyed up again. "Meg, print up a sick form me, I'm taking the rest of the night off…I think I'm coming down with something," he said. The Trooper got back in his car and drove off.

"Poor fellow. Maybe something he ate?" the Doctor suggested.

"Guess so," Angel agreed. "Now get back down there and try not to slam on the accelerator so much," he said. The Doctor slid off his seat and took his positions at the pedals. "Gas!" Angel ordered. The black convertible lurched off the curb and slewed its way back to Wolfram & Hart.

**Wolfram & Hart, LA Branch Office**

It had taken most of the night (and two more law enforcement officers who later promised to give up drinking) before they made it back to Wolfram & Hart. The sun had come up by the time Angel and the Doctor made their way to Angel's office by way of Angel's private elevator.

Fred was at work very early, looking glumly at the spot where the phone booth, "_TARDIS_" she corrected herself, had been the day before. Faith had threatened to do even more damage to the building and staff if it wasn't brought up to the main floor and put in Wesley's office. Fred sighed and went back to looking at blood samples of the children that had been afflicted with the strange smiling illness. The phone in the lab rang, and being the only one there that early, Fred answered it. "Hello, Practical Sciences, Fred Burkle speaking," she said.

"Uh…Fred…" Angel said over the phone.

"Oh, hi, Angel. Listen, about the epidemic, it might not be mystical after all," Fred said in her usual optimistic way.

"Do you think you could…" Angel tried to say.

"Knox found a systematic endocrine dysfunction common with all the children similar to the effects of an obscure rain-forest pathogen," Fred said, interrupting him.

"Fred…" Angel tried to sneak a word into her steady stream.

"…So I put a call in to the C.D.C., And…" Fred said.

"FRED!" Angel yelled. He spoke in a softer voice, but was still irritated. "Trust me…it's mystical," he said. "I need you to come up to my office right away."

Fifteen minutes later, Fred slowly opened the door to Angel's office and poked her head in. She barely registered the fact that the glass panel had been replaced from Faith's entrance the day before. "Angel? You all right?" she asked. Fred walked further into the room and was followed by Gunn and Wesley. All three of them were focused on Angel's desk. His chair was facing away from them.

"Seriously, Angel, you ok? You sounded weird on the phone," Gunn asked.

Tilting his head slightly to one side, Wesley added, "Yes. Is there a problem?"

"Oh…yeah…there's a problem," Angel said. He spun his chair around so his friends could see what had become of him.

"Whoa…"Gunn exclaimed.

Wesley squinted his eyes and took a step closer. "Angel? Is that...you?" he asked.

Fred ran over to Angel's side. "Oh, my god!" she squealed. "Angel, you're…you're…cute," she said, a huge smile creeping across her face.

Angel looked up at Fred. He held up his hands in warning and said, "Don't, Fred. Don't even think about it."

"Oh, but the little hands! And the hair..." Fred said as she tried to ruffle puppet Angel's hair.

Angel swatted her hand away. "Knock it off!" he yelled. "You're fired!"

The Doctor cleared his throat from where he was sitting on the couch. The others had failed to notice him when they walked in. When Gunn turned around and saw the Doctor, he involuntarily jumped back in surprise. "Damn, it's a Muppet invasion!" he swore.

Wesley noticed how both the puppet versions of the Doctor and Angel appeared to be very cross. "It's amazing how much emotion you two can convey with just felt faces," he commented.

Lorne walked into Angel's office and looked around at the confused faces of the men and the thoroughly charmed face of Fred. "Sorry I'm late gang," he said. He looked closer at the two large puppets. "Hey, what's with the grumpy puppets? If Angel sees how ridiculous this one looks, he is going to be mondo pissed. Although, I have to admit it does look like our exalted leader when he doesn't get his morning Joe," Lorne laughed.

"Angel, what happened to you two?" Wesley asked, ignoring Lorne.

Lorne stepped next to Wesley. "Hey, sweetie, you know you're talking to a puppet, Right?" he asked.

Angel turned to glare at Lorne, who stepped back quickly. He put a hand on his butt to still his rapidly beating heart (as his wasn't in the place where humans kept theirs.)

"I'm not sure. We went over to Smile Time last night, and I think their office is under some kind of spell. I could feel it trying to get at me. I—I shook it off, but then we met this guy with a towel over his head, and something exploded! We woke up like this," Angel said. He held up his dust covered, felt hands again. "To top it off, I'm filthy and probably dry clean only," he complained.

Wesley looked around to the others for any kind of ideas. When no one else spoke he tried to add…something. "Clearly some sort of hex... or a—a powerful warding magic," he suggested.

Lorne shrugged his shoulders and glanced at the two puppets. "Maybe it's some sort of puppet cancer," he said.

"We do not have puppet cancer!" the Doctor and Angel yelled in unison.

"Come on, guys. This is a serious situation. I'm a puppet, and there are children's lives at..." Angel said. He glanced at the clock on the wall. "Hey! It's Smile Time!" he yelled. Angel slid down from his chair and ran over to the couch where a TV had been set up. The Doctor had already picked up the remote and was turning it over in his hand, trying to figure it out. Angel tried to grab it away. "Mine!" he said. The Doctor wouldn't let go and the two of them struggled for a moment over the remote. Eventually, Angel was able to overpower the Doctor and pry the remote out of his puppet hands. "Hah!" he crowed in victory. When Angel turned his back on the Doctor to face the TV, the Doctor held two fingers up to his mouth in a mockery of vampires. Angel spun around and the Doctor who dropped his hands, looked up, and started whistling innocently.

Angel turned back to face the TV and focused on getting the remote to work. His large felt fingers kept pressing more than one button at a time. After several failed attempts, he started slamming the remote down on the table in front of the couch. "Stupid, plastic piece of crap!" Angel swore as he beat the remote. He stopped when he noticed everyone was staring at him and the Doctor. "What?" he asked tersely.

"Angel…babycakes…the remote says it's sorry and won't ever do it again," Lorne said. He gingerly took the remote out of puppet Angel's hands. Lorne pointed the offending remote at the TV and got it working on the first try. He pocketed the remote, rather than put it back in Angel's reach.

"Fascinating…" Wesley said. "This transformation may have altered both of your emotional and stress response mechanisms," he said to the puppets.

"What?" Angel asked.

"He's saying that you have the proportionate excitability of a puppet your size," puppet Doctor said. "I for one agree with him. However, I believe the effect is limited to you," he said.

"Oh, please. You are worse than I am," Angel countered.

"Am not," the Doctor said.

"Am too," Angel said.

"Am not," the Doctor said again.

"Am too," Angel replied.

Lorne stepped in between the two arguing puppets. "Now I know what the marriage counselor feels like at Bert and Ernie's place," Lorne muttered softly. "Listen up my handsome hunks of cloth and glue, yelling at each other isn't going to solve anything," he said. Both puppets turned their backs on Lorne and folded their arms across their chests.

The Doctor was the one to realize his mistake first. "He's right, you know," he said. "We aren't going to accomplish anything like this. Let's call a truce," he offered.

Angel turned around and looked at the Doctor. He ran over to him and the puppets embraced in a hug. "I love you, man," Angel said.

"Like I said, puppet proportional emotional responses," Wesley whispered to Fred.

Angel let go of the Doctor and the two of them focused their attention on the TV. Smile Time was finally on and the puppets of the show were singing an annoying song about self esteem. As the song went on, Angel and the Doctor got angrier and angrier.

Fred went to Angel's desk and picked up his phone, dialing her lab. "Tracy, record the program that's running on channel 12 right now. Use everything. I'm gonna need a full-spectrum analysis," she said. She put the phone back down and rejoined the others.

Angel and the Doctor had seen all they could stand. "Wes, put the special ops team on red alert," Angel ordered.

"Red alert?" Wesley asked calmly.

"I want helicopters and tear gas," Angel said, getting excited.

"If I can get a hold of a high frequency laser transmitter, I can contact the Shadow Proclamation. I'll have a Judoon platoon here within the hour," the Doctor added.

"Angel…Doctor…"Gunn said hesitantly.

"This is war!" Angel declared.

Lorne looked at the others for support and Wesley, Gunn, and Fred nodded. "Angel, baby... Muppet, pumpkin, uh, this show is number one in its time slot. Tykes love it all across the Southland. We can't just toss a Jihad at their studio," he said.

The puppet Angel and Doctor looked at him like that had never occurred to them "Oh, yeah. You're probably right," Angel said.

"Judoon do smell horrible," the Doctor admitted.

"Uh, Lorne, who runs Smile Time?" Angel asked.

"Oh, that's Gregor Framkin. Yeah, real rags to riches. Started out in a garage with a couple of used couches and a glue gun. He turned it into a puppet gold mine," Lorne said.

Angel was staring at the TV screen in hatred. "Yeah, great, whatever. You and Gunn go over there and meet with Framkin. Put some pressure on him, see if he cracks. Let him know we're onto him. Fred, Wes, I need you to figure out what Framkin did to those kids...," Angel said. He glanced back down at his own transfigured hands. "And what he's done to the Doctor and me," he said. The former members of Angel Investigations started filing out of the office as Angel and the Doctor went back to Angel's desk. Angel let out a huge sigh. "Oh. Uh, guys? This, uh, condition of mine? It's classified until further notice, OK?" he asked.

"Of course, Angel. We will keep everything very discreet," Wesley told him.

The final member of Angel's team let the room. The Doctor and Angel were trying to flip pages of the reports with their large, soft fingers when the door opened again. "Angel?" Nina called out. Angel dove behind his desk. A split-second later a puppet arm shot up and grabbed the Doctor, pulling him behind the desk as well.

"Angel?" Nina asked again, hesitantly.

Angel was trying to get further into the area under his desk and accidently kneeled on the Doctor's hand. "Ouch!" the Doctor swore.

"Shush!" Angel ordered. He realized they were both making too much noise. "Damn," he said softly.

"Um…Angel…are you under your desk?" Nina asked.

"No," Angel lied.

The Doctor smacked him on the arm for lying. "Yes, you are," he said.

"Is there someone else under there with you?" Nina asked, afraid of the answer.

"No…yes…it's my…Doctor," Angel said.

"Doctor…right…she's the type to make house calls, I take it," Nina said, hurt.

Without thinking Angel snapped back, "My doctor is a guy." He realized how that might be taken. "Nina, did you need something?" Angel asked in irritation.

Nina was confused and embarrassed. "Well, I can see you're... busy. Listen, what I put out there last night... I don't know, if it was a problem, please…" she said.

"Nope. No problem," Angel said shortly, interrupting her.

Nina knew she didn't really want to ask the next question, but she had to know. "Um... is there a reason why you won't look at me?" she asked.

"'Cause I'm under my desk," Angel replied.

"With your doctor?" Nina asked for confirmation.

"Yep, still here in a very awkward position with Angel. Who is still kneeling on my hand, I might add," the Doctor said.

"Nina, would you mind getting out of here?" Angel asked.

"That was rude," the Doctor observed.

"Shut up, Doctor," Angel ordered.

"All right. Sorry... I guess…"Nina said. She left the room confused and embarrassed that she had been sending signals to the wrong guy. "_Like the girls in accounting were telling me…the really cute ones really are either taken, gay, or dead,_" Nina thought as she shut the door behind her. "_I guess if you're cute as Angel, you get to be 2 out of 3,_" she mourned.

The Doctor and Angel crawled out from under Angel's desk. The Doctor was massaging his hand. "You know, thanks to your little stunt there, my hand hurts and your friend there probably thinks your bent," he said. Puppet Angel didn't reply. He only groaned and banged his head a couple of times on his desk.

The door to the office flew open and Faith rushed in, pulling a reluctant Spike behind her. Andrew followed them with his trusty video camera in hand. Faith and Spike were laughing at shared memories.

"Hey Doc…Angel…look who I found lurking in the lobby," Faith announced. She stopped and stared at the two puppets at Angel's desk. Angel crawled back into his chair and the Doctor just waived. "What…the…" she started to say.

"Look at them," Spike said in momentary confusion, cutting faith off.

"Spiiiike…" Angel said, warningly.

"They're…" Faith tried to get out.

"Just turn around and walk away," Angel ordered his vampire descendant.

Spike started giggling, which set off Faith. She had tried hard to keep it together, but hearing Spike laugh made her laugh as well. "They're bloody puppets!" Spike said gleefully. "Andrew, get that rubbish camera of yours over here and get some footage. Buffy will want to see this," Spike commanded.

Andrew came up next to Spike, his camera already up to his face. "They…are…so…cute!" Andrew exclaimed. "They're like a cool, noir version of Bert and Ernie," Andrew said.

Angel and the Doctor looked at each other. There were certain things you didn't say to a puppet, especially one who had just mistakenly given a potential girlfriend the impression he was gay.

"You get Andrew…I'll take Spike," Angel whispered loud enough for only the Doctor to hear. The Doctor nodded his head just slightly. Angel let out a war cry and vaulted out of his chair at Spike. The Doctor ran around the side of the desk; his arms out, ready for a good old fashioned rugby tackle.

Angel and Spike's collision threw them out the window the maintenance staff had just recently repaired. Andrew was knocked through the same hole by a rapidly moving, brown coated, felt juggernaut.

Spike was laying on his back, still laughing. "You're wee little puppet men," he chortled. Angel punched Spike in the face. "Ow," Spike said through the laughter. Angel punched him again, this time a lot harder. Spike stopped laughing and looked cross at the puppet sitting on his chest. "Ow..hang on…that'll be enough of that," he said sternly. Spike tossed puppet Angel high into the air.

Andrew was laying on the ground; his camera up, still filming. "I'm going to treat your body like the practice field for Manchester United," puppet Doctor warned him. Puppet Doctor began kicking him in the arms and legs. The blows were relatively light and Andrew giggled along with Spike. The Doctor moved so he was standing at Andrew's feet. "Of course you know what is on every practice field, don't you Andrew?" he asked. Andrew's eyes grew wide as he realized what the Doctor was referring to. The Doctor took a couple of steps forward and gave a kick worthy of a World Cup penalty shot. He flung his arms in the air and yelled, "GOAL!"

Andrew's eyes rolled back in his head. "Red card!" he gasped in a very high pitched voice.

Wesley and Gunn walked out of Wesley's office to see what the commotion was all about. Wesley stood next to Faith and whispered to her. "Puppet proportional, emotional responses," he said. "All of their emotional based responses will be heightened until we can figure out a cure," he explained.

Wheels turned in Faith's head. Her giggling switched to a sly grin. "_All_ of his emotion based responses?" she asked.

"I'm afraid so," Wesley said. "From what Giles' report said, I doubt the Doctor would normally indulge in beating a human, even a wanker like Andrew," he said. Faith only smiled more.

Angel landed on a nearby potted Palm tree and launched himself at Spike again. He bit down on Spike's forearm. "Ow…get off," Spike yelled. Spike flung his arm around trying to dislodge Angel, but the older vampire had more experience with biting. Spike tried slamming Angel into a wall and only succeeded in calling the elevator. When the doors opened, both Spike and Angel fell into the elevator. They continued to struggle as the doors closed. When the doors opened again, Angel was straightening his jacket and Spike was lying unconscious in a corner.

"What are you all looking at?" Angel asked loudly. "Get back to work!" he yelled. Angel pointed back to Spike. "What is he doing here?" he asked furiously.

Spike had regained consciousness. "Buffy had to go to Rome on some New IWC business, and you know how you and I just _love_ that damned city," Spike said, addressing Angel. "I decided I would pop over and visit my old chum Angel," he said.

"Yeah, right," Angel said, not believing Spike.

"Look, my options were stay in Cleveland with a mansion full of hormonal, adolescent (and therefore completely mental) new slayers or come visit you lot," Spike said. "I chose the lesser of two pains, ok?" he admitted. "Besides, it was Buffy's idea in the first place."

The mention of Angel's lost love calmed him slightly. "Just stay out of my way," Angel groused.

Spike saluted. "You bet, Captain Puppet," he said in a mock serious voice. Angel turned his back on Spike. He held up his puppet hand that had only three thick fingers and a thumb. He made a fist and then extended the middle of those three fingers. Angel walked back into his office.

Faith picked up puppet Doctor and carried him away from Andrew. The Doctor's little legs were still kicking. "Stop it," Faith ordered, as she put him down.

The Doctor took in a deep breath and counted to ten in Gallifreyan. When he was done, he looked up at Faith. "Sorry," he said. "I can't seem to control myself in this form," he sighed.

Faith swept some of the dust off his jacket with her hand. "It's ok," she said. "I'm just jealous you got to be the one to kick the crap out of Andrew," Faith teased. She held out her hand and puppet Doctor took it. "Come on, they _found_ the TARDIS. Let's get you inside and cleaned up," she said. Faith led the Doctor to Wesley's office where the TARDIS had been placed. She let go of the Doctor's hand and put her arm around his dirty shoulders. "Once we get you inside, I'll have to check you over for a washing instructions tag," Faith whispered sexily into to the Doctor's felt ears. He moved his puppet hand to rest on her bottom as they walked through the office door.

"Did you…I mean…I just saw…" Gunn stammered.

"Yes, quite," Wesley managed to say.


	4. Chapter 4

Author's note: Much of the dialogue is taken from the Angel episode, "Smile Time".

**Chapter 4**

KTCE Studios, LA 

Gunn and Lorne were shown into the office Angel had described by a secretary even more vacuous the Harmony. An older man was sitting at the table, hunched over a puppet. He was holding a glue gun.

"Mr. Framkin?" Gunn asked.

The old man looked up from his work. "Hello, there," he said cheerfully. "Yes, I'm Mr. Framkin. What I can I do for you?" he asked. Framkin gestured around his work area with the glue gun. "I'd get up, but…I'm a little glued in at the moment," he said, chuckling at his own joke.

Gunn put on his best court room face. "Mr. Framkin," he said, "we've been tracking an epidemic that's affecting a great many…" he said.

"Cocoa?" Framkin offered, interrupting Gunn.

"What?" Gunn asked.

"I could have some cocoa brought in," Framkin explained. "Extra yummy. Got those itty-bitty marshmallows…" he tempted.

"Oooh, those are good," Lorne said. He looked at Gunn's disapproving face and changed his tone. "Listen, Santa, you can keep your tempting beverages to yourself. We're here from…" Lorne said.

"You're from Wolfram & Hart, yes…yes…I've heard of you," Framkin said. He pointed his glue gun at Lorne. "And you as well, my friend. You have made quite an impression in our little industry," he said. "You have accomplished so much, despite your unfortunate deformities," Framkin said..

"Deforma-whatsies?" Lorne asked, insulted.

"We have a song here at smile time that reminds me of your courage and pluck. It's called, uh, 'Courage and Pluck.' Goes a little like this," Framkin said. He then started singing, "Oh, courage and pluck courage and pluck…"

"Courage and pluck?" Lorne asked sarcastically. "From what I saw of those kids, your song should be, 'I'm a rotten bastard who doesn't give a fu…" Lorne spat, before Gunn could put a restraining hand on his arm.

"Easy there, Lorne," Gunn said. "OK, Framkin, enough. We're onto you, understand? We're gonna shut you down," he threatened.

"Really?" Framkin asked. "On what grounds? You don't like puppets or perhaps you are just jealous of our witty songs," he said.

"Well, for starters, violations of the provisions of section 5…" Gunn started to say. His mind went suddenly blank as he tried to recall the correct legal code. "5…6-8-C…set forth in chapter 15 of the children's…TV…thingy," he tried. Gunn became even more frustrated. "You turned my boss and a friend of ours into frickin puppets!" Gunn accused.

"I don't see how, but you are more than welcome to try and prove it in court," Framkin said. "And if your intent is to pressure me, extort money, do any of the things your firm is famous for, well, I'm afraid you're in for a fight," he said.

"Yeah? Well, a fight suits us just fine, Papa Smurf. We're gonna let the entire world know what you're up to," Lorne threatened.

"OK," Framkin said.

"Huh?" Gunn and Lorne asked.

"I bring joy and laughter to children," Framkin said. "You bring tax exemptions to nasty corporations, acquittals to the clearly guilty, and extra long contracts for Disney starlets," he accused. "Who do you think the world will believe?" Framkin asked.

"He's got us there," Lorne said with a shake of his head. "The whole Lindsay Lohan thing really blew up on us," he admitted.

Gunn spun around and grabbed Lorne's arm. "Let's get out of here. We're done talking with the sack of trash," Gunn said.

Framkin waved his finger at hem. "Now…now…no name calling at Smile Time," he reminded them.

Lorne was about to leave, but he turned around and faced Framkin one last time. "Even Barney has better songs than you," he taunted. Lorne turned around and left the office, not giving Framkin a chance to reply. Gunn slammed the door as they left.

The television set on the desk turned on and the black and white image of a woman's face looked towards the door and then at Framkin. "You can get up now, Polo," the woman said. A puppet wearing an orange and red striped shirt under a pair of blue overalls poked his head up from under the table.

"Thanks, it smells like ass down there," Polo said, making sure his backwards facing baseball cap was still on. Polo slid his hand out of the hole at the base of Framkin's spine. His hand made a wet, slurping sound as he pulled it all of the way out. As soon as his hand was free, Framkin collapsed face first onto the table. "This sucks, Wire," Polo said. "I thought those legal pencil dicks over at Wolfram & Hart were supposed to be on our side," he complained.

"Apparently they aren't," the Wire said. "I suggest you call in the others so we can discuss what to do," she said.

"Yeah, you're probably right," Polo said. He went over to the phone next to the TV and picked it up. Polo dialed a number and spoke tersely into the handset. "Get everybody in here! We've got problems," he said. Polo put down the phone and looked at the TV. He noticed the image of the Wire start to shift sideways and become streaked with lines. "Watch it there, Wire. You're losing your tracking again," Polo warned. "If you phase out on us now, I don't know if there is enough of you left on that old crappy betamax tape to revive you," he said.

Polo opened one of the desk drawers and pulled out a bottle of whiskey and a Smile Time mug. As he poured his drink, Polo thought back to the lucky break he had received when he dug the old tape out of a trash bin. Polo and his crew (Ratio Hornblower, Groofus the dog, and Polo's on again off again puppet girlfriend – Palin) had been living near London at the time, barely making a living sucking out the innocence of children who took them home as toys. He had been smoking a cigarette after his last job (stealing innocence was always a sexual pleasure), when he saw a blonde woman with huge teeth walk out of an apartment. Polo watched her because if you looked beyond the Mr. Ed dental work, she had a tight body. The woman yelled through the door. "Thanks, Mom. The Doctor and I appreciate you letting me use your machine to record over this. What was on here originally was pretty dangerous," she said.

Polo watched the blonde go down the stairs and into the alley behind the building. He creeped along behind her to see what she was going to do with the tape. He had his fingers crossed, hoping it was a naughty tape she had made of her and her doctor. Polo saw the woman toss the tape into a dumpster and then walk into a large blue phone booth. As soon as the door to the phone booth was shut, Polo ran over to the dumpster and grabbed the tape. When he touched the tape, he felt a faint lurking presence of evil. That meant that the tape either had some mystical properties or some seriously sick porn. Either way, the tape was quite a find.

Polo had taken the tape back to the puppet lair and showed it to the others. They all felt the lingering evil inside of it. Ratio, a large purple puppet with a horn where his mouth and nose should be, tooted and honked. He explained how it took either a really strong magnet or taping over something at least seven or eight times to really erase something from a video tape. He went on to say that he had some friends in LA that might have the equipment to restore the original signal underneath the crappy soap opera that was on it now. Polo and the others had grown bored with London, so it wasn't really a hard sell to get them to agree to head across the "Pond".

Once in LA, Polo, Ratio, and Groofus met up with some video forensic specialists that had worked for the CIA. After a virgin sacrifice, the specialists granted them access to their equipment. Ratio found that the original signal on the tape was very degraded, but he was able to restore a large portion of it. When they popped the tape into a player, Polo was surprised to see the face of a woman who was equally surprised to see them. The Wire was incensed that it had been over 50 years since she last had enough power to try and attack people over the airwaves. As she was now, she barely had enough energy to manifest on a screen. The Wire quickly struck a deal with the demonic puppets to share their talents in exchange for some of the energy siphoned off the children. The puppets would provide the magic that drained the tots and she would give them the ability to transmit that magic over the airwaves. They ended up getting enough innocence (a commodity in Hell) scraped together in the first year to buy a nest egg and set it up to store the innocence they drained.

Polo took a sip from his cup and then drained the whiskey in one long gulp. He poured another drink while the other puppets filed into their office at the studio. Palin and Groofus took seats across from him and Ratio stood next to the door. Polo slammed down his mug and glared at the three other puppets. "OK. Which one of you short-bus bastards turned the C.E.O. of Wolfram & Hart into a puppet?" he growled.

"Uh…" Groofus said. Palin looked blank as usual.

"Toot-toot", Ratio said as he threw up his arms and shrugged his shoulders.

Polo slapped the table with his hand in response to Ratio's statement. "What do you mean, 'it wasn't us'?" he demanded.

"Toot-toot-toot," Ratio said defensively.

Groofus nodded his furry head in agreement. "Ratio's right, man. This Angel cat must've been one of the dudes that broke into the 'Don't' room last night," he said.

Ratio made an expressive gesture with his arms. "TOOT!" he blared.

"That's what I'm sayin'. He messed with the nest egg," Groofus said.

Polo shook his head in disgust. "Stupid jackass! Might as well walk into a nuclear reactor and lick the core! I mean, anything could've happened to him! To us, to..." Polo said in frustration. He balled up his hand into a fist and pounded the table. "You don't mess with the friggin' nest egg!" he shouted.

Palin looked a bit confused. She had an actual logical thought and she wasn't sure what to do with it, they came so rarely. "Well, maybe we should take the spell off a couple of our workers you know, so they could actually see an intruder," she suggested.

"Yeah. Damn zombies can't even work a camera," Groofus muttered.

Polo regained some measure of self-control. "Doesn't matter. The nest egg already has enough power in it to keep our cloaking spells up and running, make our connections with the kiddies, even turn this Angel and the other guy into puppets," he said.

"His name is the Doctor," the Wire said like the words tasted like ash in her mouth.

"You know this guy?" Polo asked her.

A bitter frown formed on the Wire's face. "He is the reason why I am so disabled," she said.

"Turning them into puppets is definitely going to bite us in the ass," Groofus muttered.

Polo smiled at the others and saw the Wire was smiling as well. "Then we make sure our ass ain't there to bite," he said.

"Toot?" Ratio asked.

Polo gestured over to the TV with the Wire's face on it. "Wire and I have perfected our little system finally," he boasted. The Wire's image dipped down and then back up in its version of a bow.

"Tomorrow we go on the air, and instead of draining one brat's life force at a time, we can take our whole demographic in one fell swoop," the Wire told them. The other puppets except for Polo gasped.

Groofus gave his team mates a goofy grin mixed with some tongue panting, showing off his dog demon heritage. "So tomorrow's gonna be a pretty big show, huh?" Groofus asked.

Polo nodded happily. "The biggest!" he claimed.

"Cool. 'Cause I've been workin' on this great new song about the difference between analogy and metaphor," Groofus said proudly.

Polo looked at Groofus in shock for a moment and then bounced his mug off the dog puppet's brown, fury head. "Are you fucking insane?" Polo asked.

Groofus rubbed the sore spot on his head. "Well, we want it to be good, don't we?" he asked.

"Listen to yourself, you ass sniffing idiot! We eat kid's lives for breakfast," Polo reminded Groofus.

"And… we also uphold a certain standard of quality edu-tainment," Groofus pointed out.

Polo smacked his own face with the palm of his hand. "Screw edu-tainment! The life force we're pulling out of these snotnose kids is 100% pure innocence, dickwad! You have any idea of the street value that carries down in hell?" he asked.

Ratio rubbed his hands together and said, "Toot…toot…toooot."

"Fuck a Muppet…" Groofus said when he heard what the current price for an ounce of innocence was going for.

"We're going to be rich," Polo agreed. "We'll be rich enough to buy our own Hades," he said.

"And…?" the Wire prompted.

Polo gave the TV a sidelong glance. "And have enough innocence left over to bring the Wire back to full strength and then some," he said. "We would never cheat you out of your half," Polo promised, his hand behind his back, fingers crossed.

"As long as I get my share, I have no problem with you all relaxing in luxury in some foul smelling hell for the rest of eternity," the Wire said.

"Aahh, that's so sweet of you," Palin said, not noticing the sarcasm in the Wire's voice.

"When we go full scale tomorrow, there will be innocence overflowing from the nest egg," Polo promised. "And don't worry about the Man tracking us down. After tomorrow's harvest, we're gonna torch this craphole and blow town before the rafters fall," he explained. Framkin muttered something weakly. "What? I didn't quite hear that," Polo asked, irritated.

"Please, let me…let me die," Framkin wheezed in agony.

Polo smacked Framkin on the arm. "Who said you could join in?" he asked.

"Kill me," Framkin begged. This drew a laugh and some applause from Palin.

"I think what he is really saying is that he wants to talk to the hand," Polo said evilly. "Oh, I think he does. Come on, fat boy. Why don't you talk to the hand!" he said as Polo shoved his hand back into the hole in Framkin's back.

Framkin sat back up, his face twisted in agony. All of the puppets laughed at his pain. "Make him swallow his tongue again," Palin begged, clapping her hands.

"That one never ceases to get old," Groofus said fondly. "I could watch that all day."

"Do it…do it…do it," Palin started chanting. Soon she was joined by Groofus and Ratio's tooting.

Polo had Framkin face him. 'You heard them, meat sack," he said. "It would be rude to disappoint an audience," Polo said sweetly. Framkin started choking on his own tongue, his face turning blue. The puppets laughed and applauded some more.

**Wolfram & Hart, LA Branch Office**

Gunn and Lorne returned to Wolfram & Hart and went directly to Angel's office. When they didn't find the boss there, they went down the hall to Wesley's office, to check on Faith and the Doctor. Gunn and Lorne found Wesley sitting at his desk, pouring over old reference books. When the front door to the TARDIS opened, Wesley slammed the template book he was using shut. Gunn guessed that he had been doing research on Faith's odd boyfriend.

"Hey there short, skinny, and handsome," Lorne greeted puppet Doctor. "You look happier," he observed.

The puppet version of the Doctor no longer had a sour expression on his face. Instead, he had his normal, slightly manic smile. His coat and felt body were spotlessly clean. "Thank you my green, impressively dressed friend," the Doctor responded. He turned towards Wesley as Lorne preened happily. "Wes, Wesley, Weslaroma…Have you seen Angel by any chance?" he asked, full of energy. "I want to talk with him about possible options for dealing with our…um…unique conditions," he said.

Wesley returned the infectious smile. "The last time I saw him, he said he was going to go pay our monthly boarder a visit," he said. "You can probably catch up with him in the containment area, sub-basement 3," Wesley suggested.

"Thank you, my good man," the Doctor said. He walked out of the room whistling.

Gunn turned to watch the happy puppet smile and wave at people as he made his way to the elevator. "What's come over him?" Gunn asked.

Faith walked out of the TARDIS, still drying her wet hair with a towel. She was wearing different clothes than when she had gone in a couple of hours ago. Faith looked as happy as the Doctor. "What's up?" she greeted the men in Wesley's office.

"Looks like you figured out how to get the little guy clean," Gunn said as a way of making small talk.

"Oh yeah," Faith said. "It turns out he had this cute little washing instruction tattooed on his cute little, felt butt," she explained. "Hand wash in cold," Faith said with a smile, as she continued to dry her hair.

Faith couldn't help it. She was so happy, she hummed a few bars of one of her favorite songs. Lorne's eyes grew wide. "Oh…wow," he stammered. "I mean…well…I guess 'wow' just about cover that, sugarcakes," Lorne said.

"Oh, good lord," Wesley muttered as he caught on to what Lorne was suggesting. Faith she gave him one of her "I don't give a shit about what you think" smiles.

"Huh?" Gunn asked, confused at the byplay.

"Ah…Gunn…dollface, maybe I should explain this to you later," Lorne suggested.

"Explain what?" Gunn asked. _His_ eyes grew wide as he made the inference finally. "Uh-uh…no way…I am not thinking about that," Gunn said quickly. "Damn, who am I kidding, I gotta ask or I won't get any sleep tonight," he said. "How?" Gunn asked, putting all of their questions into one word.

Faith couldn't resist taunting Gunn. "I'm not the type to kiss and tell. Well, ok yes I am, but my sex life is something private between me and the Doctor," she said. "The only thing I will tell you is that I will never think of the phrase 'felt up' quite the same way again," Faith said and then tossed her towel to Gunn.

**Wolfram & Hart Holding Cells**

Night was falling and Nina anxiously looked at the clock on the far side of the room. She sighed and began undressing. She slipped out of her pants and was taking off her shirt when she heard the door to the containment area open. "Is someone there?" Nina called out.

"Uh…Nina?" Angel asked from behind the door.

Nina kept her shirt on as she looked around for Angel. "Angel?" she asked.

"Yeah, sort of. Uh, listen, I wanna apologize about the way I treated you this morning," Angel said, still hidden by the door.

"Look, Angel, I understand," Nina said. She took off her shirt, thinking that Angel wouldn't be interested in what was below it anyway.

"Pretty sure you don't" Angel said.

Nina sighed again. "You've got this whole…complicated, important life going on, and…the last thing you need to deal with is a crush from monster girl, some charity case you were nice enough to…" she said.

"Nina…" Angel took a deep breath and stepped out from behind the door so she could see him.

"Oh," was all Nina was able to say when she saw puppet Angel.

"I was turned into a puppet last night," Angel tried to explain.

"I, uh… Wow. Are you…are you OK?," Nina asked.

Angel pulled off his nose and spoke with a nasal quality. "I'm made of felt and my nose comes off," he said. He put his nose back on. "But, at least I got to keep the hair," Angel joked. "Oh…and for the record, I'm not gay," he said. "The Doctor was turned into a puppet too, so made him hide under the desk with me," Angel said.

"I don't know what to say," Nina said.

"About me being a puppet or not gay?" Angel asked for clarification.

"The puppet thing," Nina said. "I'm petty glad you're not gay…not that there's anything wrong with it,' Nina added hastily.

Angel gave her a weak smile. He walked up to her cell and leaned his head on the bars. "My people are workin' on the problem. I'm sure they'll fix it. Eventually," Angel told her. Angel turned around and leaned on the bars. "I didn't mean to upset you this morning," he said. "I just didn't want anyone… Well, I didn't want you to see me this way. It's a little, uh, embarrassing, I guess," Angel admitted.

"I would call it a little insane," Nina told him. Angel bent his head down in shame. "But… what do you care what people think, anyway?" Nina asked. Angel turned around and looked into her kind eyes. "Angel…you're you, you know," she tried to explain. "It doesn't matter if you're six foot tall or three. You're this…I mean, God, you're an actual hero, and, I don't know, this may sound cliché coming from an art-school chick, but… the vampire thing's kind of sexy," Nina said with a shy smile.

Angel looked down again. "It all sounds good, but that's not how I feel," he said.

Nina reached through the bars and ruffled his hair lightly. "I know, that's one of the reasons I like you so much," she admitted.

Angel turned his back on the cell again. "I'm really not any good at this, but I'll give it a shot," he said. "I've spent so much time worrying about the past and the future and my very complicated life…it's been a while since I looked up and really saw what was going on around me. It's not my strong suit, you know? But I'm working on it. I'm paying better attention to…" he said. A feral growl came from behind Angel in the cell. A huge paw swiped through the opening in the bars and grabbed Angel.

"Aah! Owe…owe…crap that hurts!" Angel bellowed as he was being mauled. "No…no, Nina! Bad Nina!" he yelled at the large werewolf as cloth and felt tore.

"Angel? Are you down here?" the Doctor shouted as he walked into the containment area. He stopped short as he saw the werewolf in the cell. "Ooooh…look at you, you beauty,' he said excitedly. "Aren't you just a gorgeous creature," he said appreciatively. "Judging by your coloring, I would guess you are only one or two steps away from the Royal family," the Doctor muttered.

Nina was ignoring the other puppet in her concrete den. She was happily chewing on her new favorite toy at the moment. Nina growled playfully and shook her head from side to side, drawing out a groan from Angel.

"What?" the Doctor said. He tried to think of a way to save his new friend without becoming a chew toy himself. The Doctor dug into his pockets for inspiration. He pulled out his sonic screwdriver and a bag of Jelly Babies. "Right…this should work," he said hopefully. He walked up to the bars. "Nina?" he asked, trying to get her attention. The werewolf barely glanced at him. "Nina!" the Doctor said, raising his voice. He thumbed the switch on the screwdriver and an ultra-sonic blast filled the room. Nina whined and turned to glare at the Doctor. "Good girl, now drop the nice vampire," he ordered.

Nina growled low in her throat and shook Angel even more violently. "Not…helping…" Angel managed to say.

The Doctor decided to try for a simpler command. "Drop it!" he ordered as he hit the switch again, causing another high pitched blast. Nina dropped Angel in frustration at the piercing noise. "Good girl," the Doctor said warmly. He tossed a Jelly Baby to her.

Nina caught the candy in mid air and swallowed it whole. She started wagging her tail at the sweet taste. She bent down to pick up Angel again. "No!" the Doctor said, a third blast filled the room and made Nina cringe. When she stepped back from Angel, the Doctor tossed her another Jelly Baby. Nina caught this one in air as well. "Good girl," the Doctor praised. "Now sit," he commanded. Nina sat and wagged her tail in anticipation of another sweet treat. The Doctor tossed several of the fruit flavored, sticky confections around the cell, distracting her.

While Nina was sniffing around her cell, looking for the Jelly Babies, the Doctor whispered to Angel, "Take my hand," as he reached through the bars to the other puppet. Angel was barely able to raise his arm, but he managed to extend it in the Doctor's direction. The Doctor grabbed Angel's dog drool covered hand and pulled him out of the cell. When Angel was fully out of the cell and safely out of range of Nina's paws, the Doctor looked down at his hand and said, "Eeeww!" He shook his hand, sending slobber globules flying. The Doctor put his arms under Angel's shoulder and propped him up, supporting the other puppet's weight. "Let's get you of here," the Doctor said.

Lorne was still grinning about what he had "seen" when Faith had been humming. He looked down the hall and saw the Doctor practically dragging an injured puppet Angel towards him. White cotton stuffing was spilling out of Angel's side and his clothes were in tatters. "My little prince, what has happened to you?" Lorne asked dramatically.

"Nina tried to eat him," the Doctor supplied.

Lorne ran down the hall and swooped up Angel into his arms. He began trotting towards the lobby, the Doctor running along at his side. "Medic!" Lorne yelled, looking around for help. "Stay with me, Angel-cakes. You're going to make it," he said reassuringly to Angel. Angel slipped into unconsciousness. "Damn it! Is there a doctor…" Lorne began to ask and then glanced down at the puppet running next to him. "Never mind. Is there a Geppetto in the house?" he screamed.


	5. Chapter 5

**Chapter 5**

Author's note: Much of the dialogue is taken from the Angel episode, "Smile Time".

**Chapter 5**

Wolfram & Hart – Employee Modification Clinic

Gunn knocked on the door to the room where he had been given his mental upgrade, Dr. Drayelav's suite. He didn't wait to be asked in. Inside the room, Gunn found the doctor who had done the procedure on him. Drayelav was wearing his usual white smock. The bald doctor was in the middle of a procedure on one of Gunn's fellow attorneys at the firm. Drayelav was bending over the patient with a long tube attached to a machine near the chair. Electrical arcs jumped from the end of the tube into the patient's eyes. Drayelav finished the bonding sequence, straightened up, and handed the patient a pair of dark glasses.

"So I want you to keep those glasses on for a full week, give those fancy new retinas time to adjust," Drayelav said. He helped the man out of the chair and pointed him in the direction of the door. "I'll see you 14 days," he said. The attorney shambled towards Gunn and the door. Gunn stepped out the obviously disoriented man's way. Drayelav motioned with his head towards the retreating back of his patient while he put his equipment in order. "X-Ray vision, very now," he said sarcastically.

Gunn took several steps towards Drayelav. He halted just a couple of feet from the company doctor. "Something's wrong with the implant you gave me," Gunn said quickly.

Drayelav scoffed. "Well, I doubt that…Gunn isn't it? But let's take a look anyway," he said. Drayelav picked up an instrument and flashed a light into Gunn's eyes. He held Gunn's eyelid open with one hand. Looking through the instrument, Drayelav clucked his tongue and said, "Ah. The imprint is fading. Don't blink. Your neural path modification has almost completely reverted."

Gunn was terrified. "I'm losing it. The law, the languages, the strategy…everything," he said.

Drayelav let go of Gunn's face and put the instrument down. "Oh, acute 'Flowers for Algernon' syndrome. That happens sometimes with these things," Drayelav said. He chuckled for a moment. "It must be pure hell for you," he commented.

Gunn flung himself down into the chair where procedures were done. "Well, fix it! Put it back," he ordered.

Drayelav looked down at Gunn with a patronizing smile. "Well, no offense, counselor, but your insurance plan wouldn't even cover what I charge to wash my hands," he told him. "Need I remind you of how things work here?" the creepy doctor asked. "You were given that upgrade 'cause the senior partners wanted you to have it, and well…if you're, uh, losing it, they wanted that, too," Drayelav explained, not bothering to hide his amusement at Gunn's predicament.

"Why would they do that?" Gunn shouted.

"Who knows with those guys," Drayelav said.

"I can't lose this. This power, these skills, they've…they've changed me, given me…" Gunn started to say.

"Meaning?" Drayelav offered, interrupting Gunn. "And to have it taken away, it's…heartbreaking," he said sympathetically.

Gunn stood and pounded on the chair in frustration. "I'm not going back to who I was," he vowed.

Drayelav smiled, Gunn had taken the bait and had the hook well imbedded. It was time to start reeling him in. "Maybe…maybe not. You see…I…uh…always have a few things going on the side. Currently, I have a lot of capital sunk into a shipment that's being held up at customs," Drayelav said.

"Drugs?" Gunn asked.

Drayelav chuckled at the notion. "Goodness, no. I make my own drugs. No, just an ancient curio, a collectible I hope to turn a profit on," he said. Drayelav tapped his chin a few times. "If I was to give you the permanent upgrade, I'd say that, uh, you'd be more than able to cut through all of my red-tape problems," he suggested.

Gunn clenched his teeth and took a menacing step towards Drayelav. "I don't make deals with people like you," Gunn said.

Drayelav smiled again at Gunn. "And believe me, Charles. I don't make deals with people like you. Not the person you really are, the ignorant street muscle…the high-school dropout," he said coolly. "I would, however, love to make a deal with Charles Gunn, Attorney at Law," Drayelav suggested.

Gunn sat back down on the chair and leaned his head back. "Do it," Gunn said.

The smile on Drayelav's face was one of pure triumph. "This is going to sting…quite a bit actually. Feel free to scream in agony whenever you feel like it," he told his patient.

**Wolfram & Hart – Practical Sciences Lab**

Wesley and Fred were sitting next to each other, watching the copy of "Smile Time" they had recorded. Puppet Doctor was off to the side at a workbench, tinkering with some equipment using his sonic screwdriver. A loud spark and a muttered, "Oops" roused Wesley who had just nodded off.

Wesley looked at the Doctor and was grateful the manic little puppet was in Fred's lab and not his office. He rubbed his eyes and looked at the TV screen again. "It could be the lack of sleep talking, but…I'm really starting to like this show," Wesley said.

Fred giggled and nodded, lack of sleep making her giddy. "I know what you mean. What time is it?" she asked.

Knox walked into the room holding two cups of coffee. He handed one to Fred and kept the other for himself. "4 AM and counting," he said. Knox noticed Wesley staring longingly at his coffee. "Oh! I'm sorry. Did you want…?" Knox asked and held out his coffee to Wesley.

Wesley sighed and shook his head. "That's all right," he said, refusing the cup.

"'Cause you know I could…" Knox started to say.

"No, really," Wesley said, interrupting the eager looking scientist. Wesley ran his hand through his short hair. He stared at the TV. "What are we missing?" he asked rhetorically.

"A laser spanner and a decent graviton sensor," puppet Doctor yelled from his workbench. Another loud spark came from the workbench and the Doctor put his felt hand in his mouth quickly. "Owe!" he mumbled around his hand.

Knox leaned in towards Fred. "That puppet totally pisses me off," he admitted sourly. "He's been tinkering with our equipment ever since he got Angel out of the containment area. With the modifications he's done, I don't have a clue as to what half of our stuff does anymore," Knox complained.

"He _IS_ an alien from an advanced technological society," Wesley reminded Knox. "You should be grateful he's upgrading your equipment," he said.

"I wouldn't exactly call it upgrading," Knox said. He walked over and brought back a large gun shaped device with a computer hooked to it. "This is our prototype particle beam cannon. My team spent 5 years getting it working," Knox said. "It was capable of destroying a battleship from orbit, now…" he said as he moved the computer off the top, revealing that two parallel slots had been added to the top of the weapon. "Now all it does is make toast," he complained.

Wesley glanced over at puppet Doctor and tried to keep from laughing. "_Bravo, Doctor, bravo,_" he thought.

Fred held up a plate, showing Wesley and Knox the crumbs. "Well yeah, maybe it only makes toast now, but it does it really well," she said. Wesley lost it and snorted in laughter. Fred saw the look of anger in Knox's eyes. She maneuvered herself between the two human males to stop any kind of fight before it started. "I guess we should go back and comb through the signal spread, check all the tracks again," Fred suggested.

Knox threw up his hands in frustration. "Again? What's up with you two? The tracks are clear. We ran it through every filter we've got," he said.

Wesley shook his head at the younger man. "That's not how magic works, Knox," he told him.

Knox sneered at Wesley. "Oh really? Then why don't you tell me how it does work… Merlin," he said sarcastically. When Knox said the name "Merlin" the Doctor looked up as if hearing his name. The puppet looked at the three arguing humans and then went back to his tinkering.

Fred put her hand on Knox's shoulder, causing Wesley to wince slightly. "You know what? I think we can handle it from here. You should go home, Knox. Get some rest," she suggested. Knox started to protest, but Fred cut him off. "Somebody's got to be awake enough to run the lab tomorrow. Seriously, go home, Knox," she ordered her employee.

"Sure. Ok," Knox said. He walked out of the lab. Right before he walked through the door, he glanced back and saw Fred offer to share her coffee with Wesley. Wesley smiled in thanks and took a sip. Knox walked out of the lab, defeated.

"So…what do you think of Faith's relationship with the Doctor?" Wesley asked Fed in hushed tones.

Fred turned to look at the puppet with the brown coat and messy hair. "I think it's sweet. Star crossed lovers and everything," she said with a small grin. Fred turned to look at Wesley. "You were her Watcher for awhile. What do _you_ think about it?" she asked.

Wesley didn't answer at first, he simply sipped from the coffee cup. He handed the cup back to Fred and said, "Honestly…I was truly shocked to hear of Faith sticking around for more than a one night stand." Wesley paused a moment, trying to come up with the right way to phrase his feelings. "Faith is very…complicated. She had a…very traumatic childhood followed by the death of a Watcher she loved and then the betrayal by the one that followed," Wesley said. "When she was finally assigned to me, her psyche was a complete train wreck. Looking at her now though, I see how she has changed. She looks after the Doctor's welfare better than he does and appears to be genuinely in love with the odd, alien chap," he said.

"Yeah, but she's so violent and dark most of the time and apart from the Andrew incident, the Doctor seems to be someone devoted to finding peaceful solutions," Fred observed.

Wesley glanced quickly at the Doctor and then back to Fred. He knew that Faith and the Doctor weren't as different as Fred thought. Wesley had come across a book from a pan-dimensional black market dealer that gave a brief history of something called "The Time War". The book mentioned that the war threatened reality itself and was stopped by the actions of one man, the Doctor. According to the book, in order to stop the war, the Doctor had destroyed his own planet. This ended the war, but resulted in the genocide of two species; his own and the ones who threatened to take over the Universe. Wesley saw that, like him, the Doctor was willing to make choices that others would find immoral in order to do the right thing. Faith had made similar decisions in her life. They willingly shouldered the guilt that came with those decisions so others wouldn't have to.

Fred put her hand on Wesley's arm when his eyes took on the thousand yard stare he sometimes got when he thought about his past actions. She squeezed slightly to let him know she would be there for him. Wesley patted her hand with his. "So... how's it going with you and Knox? I know you were starting to…" he shrugged. Wesley muted the TV to hear Fred better.

"Started and stopped, actually," Fred said, interrupting him.

"Really?" Wesley asked happily.

Fred gave Wesley a shy smile. "Yeah. He…he's nice enough, but…I think he's been working here too long. Plus, he doesn't make me laugh at all. I mean, he tries, but..." she said.

Wesley looked down at the table, slightly dejected. "I see…you're looking for someone funny," he said.

Fred saw that Wesley had taken her words the wrong way. "A...certain kind of funny. Yeah, but...I'm not really looking _for_ so much as looking _at_…" she said.

Wesley leaned forward in chair, intent on the TV. "Hang on. Go back a second. There's something different. Maybe if we bring up... the volume," he suggested.

Fred looked at the screen and rewound the tape. The puppet Polo was touching the screen when the volume was off, but when she turned the volume on; Polo was back with the other puppets, singing. "Doctor, we might have found something," Fred yelled over to their puppet ally. The Doctor trudged over, carrying a contraption built from several of the items found around the lab. Fred couldn't be certain, but she thought that part of the device was built out of their old toaster and the coffee machine from the break room.

The Doctor noticed Fred's stare. "It's why I turned that nasty weapon into a toaster," he said. "I used up your other one, and what's a good breakfast tea without toast," he said. Fred pointed to the coffee machine. The Doctor looked at it and smirked (as well as a puppet could smirk) and said, "Oh…you might want to warn that Knox fellow that his 'new' flamethrower now makes an excellent cappuccino."

Fred shook her head in amusement. She pointed to the screen with the remote. "Watch this, Doctor," she said. Fred pressed mute on the remote and Polo was back at the front of the screen, his hands pressed against the glass. "Polo isn't singing with the rest of them. It looks like he's talking to the audience," she said.

"I don't like the sound of that," the Doctor said as he plugged in his contraption. He pointed it at the screen and began taking readings. After a few seconds, the Doctor banged his head on the contraption a few times. "No…no…no…That can't be right," he said, concerned.

"What's wrong, Doctor?" Fred asked.

The puppet Doctor glanced up from the machine. "I recognize these readings and the particular frequency being used to transmit the hidden image," he said. "I ran into a similar frequency in 1953. An entity had infested a local TV shop and used the TVs sold there to suck a person's essence right out of their bodies," the Doctor told them. "What was left were faceless people with no brain activity," he said.

"That does sound somewhat similar to what we are dealing with now," Wesley said slowly.

The Doctor adjusted some levers and hit the toaster with his hand. A green beam shot out the end nearest the TV and struck the screen. In the hazy green light, a monochrome image of a woman's face became visible. It was superimposed over Polo's face.

"Oooh, that's not good," the Doctor muttered. "I knew I should have erased that tape myself," he said. The Doctor turned his felt head to face Wesley and Fred. "I think it's time we have a meeting in Angel's office," he said. "But before that, I need to call a certain young redhead with quite a bit of knowledge in the melding of magic and technology," the Doctor said.

**Wolfram & Hart – Angel's Office**

Fred, Wesley, and the Doctor walked into Angel's office wheeling in a TV on a stand. They found Angel trying to sew his tattered jacket back together. "Ouch!" Angel swore as he poked himself in the finger with the needle. He was having a difficult time getting the needle to go where he wanted it. "Stupid fingers," Angel said in disgust. He finally got the needle where he wanted, but then the thread broke as he tried to pull it through the fabric of his coat. "Stupid thread!" he yelled. Angel tossed everything onto his desk in frustration.

"Good news, Angel. It's all in the broadcast...some very nuanced magic, but we found it, finally," Wesley said.

Fred rushed over to puppet Angel and took his head in her hands. She moved his face from side to side, examining the felt scars. "When they said Nita tried to eat you, I thought they were exaggerating," Fred said. "Are you OK?" she asked.

"Oh yeah, just peachy," Angel said sarcastically. "Just tell me what you guys found," he ordered.

"Um…yes…right," Wesley said, while trying to figure out how a puppet could grow scars. He shook his head slightly. "Thanks to the help the Doctor gave us, we were able to determine that it's a hidden carrier wave; masked by a spell that turns the TV into a 2-way conduit with direct access to the viewer," he explained. Wesley turned on the filtered tape and the picture on the screen showed an evil looking Polo with his hands on the glass. The wire's face was superimposed over his.

"Who's the broad?" puppet Angel asked.

"It calls itself the Wire," the Doctor said. "It is an electrical entity that I had managed to trap on a betamax tape, keeping it from draining the life forces out of everyone watching Queen Elizabeth's coronation," he said.

"I didn't know they had betamax in 1953," Angel said. He remembered watching the coronation on TV, drinking and hoping the new Queen would do something embarrassing. It wasn't very charitable of him, but Angel still had a little bit of Irishman left in him.

"They didn't…I sorta had to invent it early," the Doctor admitted.

Wesley coughed lightly to bring the puppets back to the topic at hand. "That's how they have been draining energy from the children, and judging from the strength of yesterday's signal…" he said.

"Framkin and the Wire are ready to take out the whole audience," Fred said, completing Wesley's thought.

"The object that you and the Doctor described in that secret room is most likely a repository for the children's life force. We'll have to break the binding magic on it," Wesley said.

"Which should free those children and... reverse your puppet problem," Fred put in.

Puppet Angel's eyes opened wide and he jumped off of his chair. He ran to Fred and threw his arms around her. "I love you guys," he said loudly.

Puppet Doctor leaned over to Wesley and whispered, "Less caffeine in his morning blood would probably be advised." Wesley nodded in agreement.

Angel stepped back from Fred and straightened out his shirt. "Oh... we'd better get moving. Framkin knows we're onto him. If he's ready to zap his whole audience, he'll pull the trigger today for sure," he said.

Gunn walked into the room confidently, followed by Faith, Spike, and Andrew. "Not him…them," Gunn said. He paused for a moment while he rubbed one of his temples in pain.

"Ok, you're right, Framkin and the creepy wire chick," Angel corrected.

"No…it isn't Framkin at all," Gunn said. Angel gave him a confused look. "Framkin's not doing this. It's the puppets. They're demons. The show is possessed. Smile Time's ratings hit an all-time low last year," Gunn explained. "Framkin made a deal with some devils to bring it back to number one," he told them.

"Where did you come up with that, Chuck?" Faith asked. She stepped over to the Doctor.

"Every contract signed with the lower planes is filed in the Library of Demonic Congress. You just gotta know where to look," Gunn said, proud of himself. "Pretty tricky legalese, too. Framkin must have missed some of the fine print," he said. Gunn sat down on the couch and rubbed his temples again.

Puppet Angel began pacing, thinking things out. "The fine print allowed them to take over everything," he guessed.

"Yep, including Framkin," Gunn said. "These particular devils have a fairly distinctive M.O.," he told them, still massaging his temples.

Fred noticed Gunn's obvious discomfort. "Are you feeling OK, Gunn?" she asked.

"Just a really bad headache, that's all," Gunn said.

"So what do we do about smile Time?" Angel asked.

Gunn managed a weak smile through his pain. "If you want to take out Smile Time, you have to take out the puppets," he said.

Angel turned his back on his friends and walked over to the wall where he kept his weapons on display and ready for combat. "Well then," he said as he picked up a broadsword from its rack. Angel turned around and rested the sword, which was a tall as he was, across his shoulders. "Let's take out some puppets," he said, smiling.

"Right behind you, Angel," Gunn said as he tried to get up off the couch. He fell back when the migraine became worse.

"Tell you what, sport," Spike said. "I'll take your place. It doesn't look like you are in any shape to fight," he said. Spike shot Angel a dirty look. "Besides, I think it might just make my day to take a puppet's head off," he said.

Andrew gave the Doctor a hurt look. "I want to go to," he said. "I'm still feeling a little anti-puppet myself," Andrew said. He adjusted the crotch of his pants so they wouldn't be pressing against his injured family jewels.

The puppet Doctor looked a little embarrassed. "Yeah, sorry about that, Andrew," the Doctor said.

"He really is, Andrew," Faith said. "I made him promise not to kick you in the balls anymore. He'll kick you in the head from now on," she lied.

"Hey thanks guys…wait…what?" Andrew asked in fear. Faith just smiled at him and the Doctor whistled while staring up at the ceiling.

**KTCE Studios**

Polo walked towards the camera while the others sang in the background. The TV screen set up in the studio flickered to life and the Wire took on an expression like she was concentrating. The TV started to glow with a sickly green light and the cameras soon glowed with the same evil light. "You're on, Polo," the Wire said.

"Hi, there friends," Polo said into the camera. Across LA, children responded back. "Listen, kids. Today is gonna be an extra-special, best show ever! But only if everyone at home can give us a hand. Now get up... and come over here," he said. Thousands of children stood up and walked to their TV sets. "That's it, everyone. Just keep your hands right there," Polo said. His puppet face took on a look of sexual ecstasy. He was too far gone to notice the strange whirring followed by a thump noise that repeated itself three times. "Oh yeah…oh yeah…that's the stuff. Let it go. Let it all go," he moaned in pleasure. Polo didn't see the large blue box that had materialized in the corner of the studio. "After all, it's Smile Time!" Polo said.

Angel walked out of the TARDIS and onto the set. "No, it's not," he growled. Polo spun around. "It's time to kick your ass all the way back to hell!" Angel yelled. He jumped towards Polo with his sword held over his shoulder. Angel swung his sword down, but Polo ducked under the blade. Polo punched Angel in the face, causing him to stagger backwards and lower his sword. The cameras kept rolling and giving off their sickly light.

Groofus put down his guitar. "Hey, man! You're ruinin' the show!" he complained loudly. A pair of pale hands grabbed Groofus from behind. Spike put one hand on the puppet dog's shoulder and the other on its head. He twisted and yanked; ripping the puppet's head right off of its body. Spike dropped the body and then drop kicked the head he was holding. Groofus' severed head flew past the camera.

"Ooohhh, that felt good," Spike said happily.

Polo continued to punch Angel in the face. Angel staggered back some more and dropped his sword. Polo punched him again and sent Angel sailing into the doghouse on the set.

"Angel!" Faith yelled. She was standing by the backdoor, covering the Doctor as he sneaked around the rear of the studio.

"Muppet Shit! We're under a full blown attack," Polo yelled. "Ratio, the nest egg, hurry!" he shouted.

"Tooot…toooooot," Ratio sounded with his horn.

"Aaaaaahhh!" Polo screamed as Angel reached out from the doghouse and pulled Polo inside with him.

**KTCE "DON'T" Room**

Wesley, Fred, and Andrew pushed open the door and made their way into the dimly lit "DON'T" room. Wesley handed his bag to Andrew and then pulled out a scroll from it.

"Let's get started, shall we?" Wesley said with a malicious grin. "Aperi, rumpe, solve, reveni. Aperi, rumpe, solve, reveni…" he chanted. The nest egg began to rumble and open slightly. "Don't look at the light," Wesley warned. "Refer quod furatum…" he continued chanting. "Eerck!" he sputtered as the large, purple puppet grabbed him around the throat from behind. Wesley dropped the scroll.

"Wes!" Fred shouted.

"Keep…reading…the bloody…scroll," Wesley managed to choke out. Andrew dropped to the floor and snatched up the scroll. He unrolled it and turned to face the nest egg.

**KTCE Studio**

The dog house on the set shook from side to side. The sound of bodies being thrown against the walls came from the interior. Angel tossed Polo out the opening in the front.

"Got him!" Spike said gleefully as he ran towards Polo. He was stopped short when the puppet girl, Palin, ran over and head-butted him in the groin. Spike winced and grabbed his groin for a moment. "You felt bitch!" he said through clenched teeth. Palin took a step backwards and then launched herself at Spike's throat. She knocked him over, behind one of the sets.

"I'm going to choke you till you're the same color as Ratio," Palin cackled.

**KTCE "DON'T" Room**

Fred looked on helplessly as the large, purple puppet pummeled Wesley. Ratio slammed Wesley into a wall while Fred frantically searched through Wesley's bag for anything that might help.

"Solve, reveni, aperi, rumpe... solve, reveni...," Andrew chanted. He spared a glance over his shoulder at Wesley being beaten up. "Am I saying these right?" he asked.

"KEEP READING!" Wesley and Fred shouted.

"Geez…ask a simple question…" Andrew muttered. He shook out the scroll again and continued. "fractae, omnia vin…" he said.

Ratio gave a low toot and grabbed a fire extinguisher. He raised it over his head and taunted, "Tooooooot." The sound of a gunshot boomed in the tiny room. Ratio dropped the fire extinguisher in shock and then looked down at the small hole in his side. "Toot…toot, toot?" he asked. Fred fired the gun she found in Wesley's bag again and this time struck the purple, puppet demon in the eye. Ratio stumbled backwards and fell down.

Wesley massaged his throat. He gave Fred a thankful look. Fred smiled at him and put the gun in her coat pocket. She turned and watched as Andrew continued with the spell.

**KTCE Studio**

Polo jumped on Angel, forcing him to the ground on his back. Polo raised his fist back over his shoulder, preparing to smash Angel's face in. "I'm gonna tear you a new puppet hole, bitch!" Polo spat. He threw his punch, only to have his fist caught in Angel's hand. Angel shoved and then rolled, causing Polo to lose his balance and end up on his back. Polo started gasping as Angel wrapped his felt hands around the orange puppet's throat.

"So... you got a little demon in you," Polo managed to taunt.

Angel looked down at Polo and smiled a humorless, cold smile. "I got a lot of demon in me," he said. Angel took on his vampire aspect; his forehead changing and white, felt fangs descending. Polo recoiled as much as he could in fear. "Now let's finish this," Angel purred. Angel stood up and tossed Polo into the wooden tree house set, shattering boards. One board was sticking through Polo's chest. Polo gasped, choked once, and then died.

"Spike?" Angel called out.

Spike popped up from behind a set. He had his normal, cheerful smile in place. Spike held up two severed puppets arms that had come from Palin. "Just fine, thanks for asking," he said. Angel shook his head and started looking around for Faith and the Doctor.

**KTCE "DON'T" Room**

Andrew shook as the nest egg rumbled louder. "Omnia incantamenta fracta. Omnia incantamenta fracta," he continued to chant.

"Wes, look out!" Fred yelled as Ratio stood back up and lunged at him. Wesley dropped his shoulder and slammed into Ratio, pinning him against a wall. Ratio tried to push Wesley off tooting loudly in anger. Wesley had had enough. He reached up with his right hand and got a firm grip on the puppet's horn. Wesley pulled with all of his strength and ripped the horn off of ratio's face. Ratio made a sound like air being let out of a balloon as white, cotton stuffing spewed from the hole in his face. The large purple puppet dropped to its knees and then fell face first. Ratio twitched once on the ground and then went still as his life's stuffing pooled around him.

"Fracta. Aperi, rumpe, solve, reveni!" Andrew yelled as he finished the scroll. The nest egg rocked back and forth, while cracks started to form on its surface. Bright light began to show through the cracks as the nest egg shook even more.

"Down!" Wesley ordered. The three humans dropped to the ground right before the nest egg exploded, sending shell fragments everywhere. Around LA, children went back to their seats and watched the rest of the show, happily; their innocence restored.

**KTCE Studio**

The Doctor felt the explosion below him and the strange sensation of the magic holding him as a puppet begin to slowly fade away. He stepped out of the shadows and stood in front of the Wire's TV. "It's over, Wire," he said firmly. Faith threw a large switch on the wall, cutting off power to the cameras.

The Wire's image on the screen looked down at puppet Doctor and laughed. "Why, it's so good so see you again, Doctor," she said. "How are you feeling?" the Wire taunted.

"We've shut down the cameras. You're newest attempt to steal life from humans is finished," the Doctor said, ignoring the Wire's taunts.

"That would be nice for you, wouldn't it?" the Wire asked. "Alas, this is only the beginning, my little, felt foe," she said. "You and your vampire puppet friend have done exactly what I wanted you to," the Wire told him.

"We did?" the puppet Doctor asked, acting confused.

"Oh, yes…much better than I could have hoped," the Wire said happily. "You see, I had the cameras rolling for the entire fight scene there between the vampires and my puppet dupes. The cameras were also routed to a computer that is at this very moment uploading Smile Time's final, violent ending onto the internet," she said. "My essence is tied into that download and when it's complete I shall leave this studio and enter the human's virtual world," the Wire explained. "I'm certain that video of puppets getting killed will be an overnight sensation. It will be downloaded into millions of computers and I shall exist in everyone's home. You have failed, Doctor," she said. The Wire glanced up and smiled even more. "Ah…upload complete. Ta-ta," the wire said and then disappeared.

Faith stepped out from behind the TV set, her cell-phone in her hand. "Did you get all that, Red?" Faith asked while the phone was still set on speaker mode.

"Got it!" replied Willow Rosenberg from the other end of the line. "I'll take care of right away," she said. "Is the Doctor still there?" Willow asked.

"Hello, Willow," puppet Doctor said, waving his hand enthusiastically. Faith rolled her eyes at the puppet's over emotional response. "I really appreciate your help. Give my regards to Buffy and the others," he said.

"Will do, Doctor," Willow said. "Hey Faith, take care of our favorite alien for us," she said. "Oh…I almost forgot…tell Spike that Buffy is going ahead with her plan on getting intel on the Immortal," Willow said.

"No problem, I'll tell him," Faith told her and pressed the button that hung up the phone. "Let's go home, Doc," she said as she put her hand on the puppet Doctor's shoulder.

**Virtual World**

The Wire slowly became aware of her surroundings after being fully digitized. She was in a small room made of blue and black walls and a blue on black grid for a floor. The Wire glanced down at her body and was overjoyed at just having one again. She was wearing a gray, skin-tight suit with sickly-green energy paths running over it. The Wire held up her hands to her face and turned them over slowly. "Hands…it been so long," she muttered happily. The Wire was startled when she heard a loud sigh behind her.

A young, redheaded woman wearing a black, skin-tight suit with red energy paths was leaning on the frame to the only exit for the room. "Bored now…" the woman said. She straightened up and reached behind her. She pulled out a red disk that was crackling with mystical energy. The young woman took a sudden step forward and flung the disk at the wall opposite her. The disk left a red energy trail as it flew through the air. The shining, red disk bounced off one wall and then another. When the disk returned to the woman in black's hand, the red light trail had formed a pentagram and stayed suspended in the air.

The Wire stood in the center of the pentagram. She tried to move, but found herself rooted to the spot. The Wire glared at her captor. "I am the Wire!" she shouted. "I **will** have your essence, child," she threatened.

The woman in black rolled her eyes. "Whatever…" she said dispassionately. She raised her arm across her body and then threw the disk once again. The disk struck the Wire in the chest, embedding itself several inches deep. The Wire screamed in agony and then shattered into a million random bits.

The light pentagram faded and the young woman walked over to her disk and scooped it off the floor. She spun it around her fingers a few times before putting it back on her back. The woman in black walked over to an I/O panel on the far wall and put her hand on it, activating her link with her user. ".SPL to User-Willow," she said. The panel flashed with her red energy and made the connection. "Virus quarantined and deleted," she said.

Willow Rosenberg's voice echoed throughout the room. "Good job, Hunter," she said. "The Doctor will be pleased. Now let's go after those Initiative files again," Willow told her program. The woman in black smiled and waited for more instructions.

**Wolfram & Hart – LA Branch Office**

Wesley stood at his desk, organizing papers so that he could write a thorough after incident report the next day. His concentration was shattered when Fred walked into the room.

"I just got off the phone. Looks like the kids are coming out of their stasis," Fred told him.

"Oh...good. I think we did some excellent work back there," Wesley said.

Fred beamed back at him. "I think you're right," she said.

Wesley looked around the room, suddenly nervous. "We'd better get some rest. No telling when the next crisis will strike," he said. He made an attempt to walk out of the room, but Fred stepped in front of him. "You're just gonna go, aren't you?" she asked him.

"Fred…" Wesley started.

Fred cut him off. "Haven't you been... sensing anything lately... about me... coming from me? Uh... didn't occur to you that... something might have changed? That—I'm looking at you in a different…Oh, screw it," she said. Fred put her hands on either side of Wesley's face and then kissed him on the lips. Wesley blinked in happy surprise. "That was a signal by the way. Is it clear enough for you?" she asked.

Wesley smiled at Fred. "Not even close," he told her while he wrapped his arms around her. Wesley pulled Fred closer to him and passionately kissed her. Fred reached back with her foot and nudged the door shut behind her.

**Wolfram & Hart – Containment Area**

Nina woke up in human form. She sat up and plucked a bit stuffing out of her mouth. Nina looked around and saw scraps of cloth scattered around the cage. "Oh crap, I ate Angel," she moaned. She heard a knock on the door leading into the containment area.

"Uh…hey…you decent?" Angel asked.

"Angel. Oh, thank God. Hold on one second," Nina said. She grabbed a silk robe lying on the floor. Nina put it on and tied the sash around her waist. "Ok…come on in," she said. Angel walked in, still looking like a puppet. "Wow…that's going to take some getting used to," she said looking at his short, felt frame.

"Tell me about," Angel joked. "Wes and Fred say my condition's improving, though," he told her.

"So you're gonna change back?" Nina asked him.

"Yeah. 2, 3 days tops. Ahem...uh... anyway..." Angel said as he opened the door to her cage. "What are you doing for breakfast?" he asked hopefully. Angel held out his hand. Nina took his soft, felt hand in hers and laughed gaily. Nina laughed until the puppet Doctor walked into the room.

"Oh…hello there," the Doctor said. "So that's what you look like in human form," he said absently. The Doctor looked at Angel. "I just wanted to check in on her and make sure she didn't treat you like a chew-toy again," he said.

"Thanks, Doc. I appreciate it," Angel said.

The Doctor pulled out his sonic screwdriver so he could get a baseline reading of Nina in her human form. As soon as Nina saw the small, silver tube; she sat down on the cold floor quickly.

"Why do I have a sudden craving for gummy bears?" Nina asked Angel from the ground, real confusion evident in her voice.


	6. Author's note

Dear Readers,

Thank you for reading the first two stories in "The Doctor's Faith" series. The next story is titled, "The Angel's Voice". Due to the hyperlink intensive nature of that story (links to music the characters are singing), I have made it a Twisting the Hellmouth exclusive. You can reach the site at tthfanfic(dot)org. I use the same penname, DWDuck. While you are there, check out the first two stories which have banner artwork at the beginning of each story.

Thanks for reading and I hope you enjoy the rest of the stories in this series,

DWDuck


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